SecProbe.io

CORRESP
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 Immuneering Corporation

 245 Main Street, Second Floor

 Cambridge, MA 02142

 September 4, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Immuneering Corporation

 Registration Statement on Form S-3

 Filed September 3, 2025

 File No. 333-289997

 To whom it may concern:

 Pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, Immuneering Corporation (the "Company") hereby respectfully requests that the effective
date of the Company's Registration Statement on Form S-3 (File No. 333-289997) be accelerated by the Securities and Exchange Commission
to 4:00 p.m. Washington D.C. time on September 8, 2025 or as soon as practicable thereafter.

 The Company requests that we be notified
of such effectiveness by a telephone call to Wesley C. Holmes of Latham & Watkins LLP at (617) 948-6027 and that such effectiveness
also be confirmed in writing.

 Very
 truly yours,

 Immuneering
 Corporation

 By:
 /s/ Benjamin J. Zeskind

 Benjamin J. Zeskind

 President and Chief Executive Officer

 cc: Wesley C. Holmes, Latham & Watkins LLP
 Evan G. Smith,
Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Benjamin J. Zeskind
Chief Executive Officer
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142

 Re: Immuneering Corporation
 Registration Statement on Form S-3
 Filed September 3, 2025
 File No. 333-289997
Dear Benjamin J. Zeskind:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Wesley C. Holmes
</TEXT>
</DOCUMENT>

CORRESP
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 Immuneering Corporation

 245 Main Street, Second Floor

 Cambridge, MA 02142

 August 18, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Immuneering Corporation

 Registration Statement on Form S-3

 Filed August 13,
2025

 File No. 333-289589

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Immuneering Corporation (the "Company") hereby respectfully requests that the effective date
of the Company's Registration Statement on Form S-3 (File No. 333-289589) be accelerated by the Securities and Exchange
Commission to 4:00 p.m. Washington D.C. time on August 20, 2025 or as soon as practicable thereafter.

 The Company requests that we be notified of such
effectiveness by a telephone call to Wesley C. Holmes of Latham & Watkins LLP at (617) 948-6027 and that such effectiveness also
be confirmed in writing.

 Very truly yours,

 Immuneering Corporation

 By:
 /s/ Michael D. Bookman

 Michael D. Bookman

 Chief Legal Officer and Secretary

 cc: Wesley C. Holmes, Latham & Watkins LLP

 Evan G. Smith, Latham & Watkins
LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Dr. Benjamin J. Zeskind
President, Chief Executive Officer and Director
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142

 Re: Immuneering Corporation
 Registration Statement on Form S-3
 Filed August 13, 2025
 File No. 333-289589
Dear Dr. Benjamin J. Zeskind:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Wesley C. Holmes, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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August 17, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E. Washington, D.C. 20549

Attention: Doris Gama

Re: Immuneering Corporation

Registration Statement on Form S-3

Filed August 10, 2022

Registration No. 333-266738

To the addressee set forth above:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 so that it will become effective on August 19,
2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Immuneering Corporation (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Jennifer A. Yoon of Latham & Watkins LLP, counsel to the Company, at (617) 880-4540, or in her absence, Nathan Ajiashvili at (212)
906-2916, to provide notice of effectiveness, or if you
have any other questions or concerns regarding this matter.

 Sincerely,

  Immuneering Corporation

  By: /s/ Michael D. Bookman

    Michael D. Bookman

    General Counsel

cc: Nathan Ajiashvili, Latham &
Watkins LLP

  Jennifer A. Yoon, Latham & Watkins LLP

United States securities and exchange commission logo
August 17, 2022
Michael Bookman
General Counsel
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142
Re:Immuneering Corporation
Registration Statement on Form S-3
Filed August 10, 2022
File No. 333-266738
Dear Mr. Bookman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

CORRESP
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    1271 Avenue of the Americas

    New York, New York 10020-1401

    Tel: +1.212.906.1200 Fax: +1.212.751.4864

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

July 28, 2021

VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

Office of Life Sciences

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

    Attention:
    Jenn Do

    Angela Connell

    Alan Campbell

    Ada D. Sarmento

 Re: Immuneering Corporation

    Amendment No. 1 to Registration
Statement on Form S-1

    Filed July 26,
2021

    File No. 333-257791

Ladies and Gentlemen:

On behalf of our client, Immuneering
Corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
in its letter dated July 27, 2021, relating to the Company’s Amendment No. 1 to the registration statement on Form S-1
submitted on July 26, 2021 (the “Registration Statement”).

The Company has publicly filed
today an exhibit-only Registration Statement on Form S-1 (the “Amended Registration Statement”), together
with this letter, via EDGAR submission. For the Staff’s reference, we are providing to the Staff by hand delivery copies of this
letter as well as a clean copy of the Amended Registration Statement.

For convenience of reference,
the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its
response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to
such terms in the Amended Registration Statement.

    July 28, 2021

    Page 2

Amendment No. 1 to Registration Statement
on Form S-1

Exhibits

 1. Please revise Exhibit 5.1 to remove the assumption that the issuance of shares
in this offering will not exceed the total number of shares of Class A common stock available under your certificate of incorporation.
It is not appropriate for counsel to make an assumption that assumes a material fact underlying the opinion. Refer to Section II.B.3.a
of Staff Legal Bulletin No. 19.

Response:
In response to the Staff’s comment, the Company has refiled Exhibit 5.1 and the assumption referenced in the opinion
has been removed.

*********

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at (212) 906-2916 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above.

    Sincerely,

    /s/ Nathan Ajiashvili

    Nathan Ajiashvili

    of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Benjamin J. Zeskind, Ph.D., Chief Executive Officer, Immuneering
Corporation

John Chory, Latham & Watkins LLP

Evan Smith, Latham & Watkins LLP

Frank F. Rahmani, Sidley Austin LLP

Samir A. Gandhi, Sidley Austin LLP

United States securities and exchange commission logo
July 27, 2021
Benjamin J. Zeskind, Ph.D.
Chief Executive Officer
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142
Re:Immuneering Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed July 26, 2021
File No. 333-257791
Dear Dr. Zeskind:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.Please revise Exhibit 5.1 to remove the assumption that the issuance of shares in this
offering will not exceed the total number of shares of Class A common stock available
under your certificate of incorporation. It is not appropriate for counsel to make an
assumption that assumes a material fact underlying the opinion. Refer to Section II.B.3.a
of Staff Legal Bulletin No. 19.

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 July 27, 2021 Page 2
 FirstName LastName
Benjamin J. Zeskind, Ph.D.
Immuneering Corporation
July 27, 2021
Page 2
            You may contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

CORRESP
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July 27, 2021

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attention: Alan Campbell

    Re:
    Immuneering Corporation

    Registration Statement on Form S-1

    Filed July 9, 2021

    Registration No. 333-257791

Dear Mr. Campbell:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on July 29, 2021, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such later time as Immuneering Corporation (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the
Company, at (212) 906-2916, or in his absence, Jonathan Sarna at (312) 876-7686, to provide notice of effectiveness, or if you have any
other questions or concerns regarding this matter.

    Sincerely yours,

    Immuneering Corporation

    By:
    /s/ Benjamin J. Zeskind

    Benjamin J. Zeskind, Ph.D.

    President and Chief Executive Officer

  cc:
  Nathan Ajiashvili, Esq.

  Jonathan Sarna, Esq.

CORRESP
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July 27, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

  Ada D. Sarmento

  Angela Connell

  Jenn Do

Re: Immuneering
Corporation

  Registration Statement on Form S-1 (File
                                            No. 333-257791)

  Request for Acceleration of Effective Date

Dear Ladies and Gentlemen:

In connection with the proposed offering of the securities under the
above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we, as
representatives of the underwriters, hereby join with Immuneering Corporation’s request that the effective date of the Registration
Statement be accelerated so that the same will become effective on July 29, 2021 at 4:00 p.m. Eastern Time, or as soon as practicable
thereafter.

Pursuant to Rule 460 under the Securities Act of 1933, please
be advised that, as representatives of the underwriters, we have distributed approximately 2,136 copies of the preliminary prospectus,
dated July 26, 2021, through the date hereof.

We, the undersigned, as representatives of the several underwriters,
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

  Sincerely,

  MORGAN STANLEY & CO. LLC

  JEFFERIES LLC

  COWEN AND COMPANY, LLC

  As representatives of the Underwriters

  MORGAN STANLEY & CO. LLC

    By:
    /s/ Kalli Dircks

    Name: Kalli Dircks

    Title:   Managing Director

    JEFFERIES LLC

    By:
    /s/ Dustin Tyner

    Name: Dustin Tyner

    Title:   Managing Director

    COWEN AND COMPANY, LLC

    By:
    /s/ Jason Fenton

    Name: Jason Fenton

    Title:   Managing Director

[Signature
Page to UW Acceleration Request]

CORRESP
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    1271 Avenue of the Americas

    New York, New York 10020-1401

    Tel: +1.212.906.1200 Fax: +1.212.751.4864

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    July 14, 2021
    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. §200.83

The entity requesting confidential treatment is:

Immuneering Corporation

245 Main Street, Second Floor

Cambridge, Massachusetts 02142

Certain confidential information in this letter has been omitted
and provided separately to the Securities and Exchange Commission. Confidential treatment has been requested by Immuneering Corporation
with respect to the omitted portions, which are identified in this letter by the mark “[***].”

VIA EDGAR AND KITEWORKS

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attention:              Jenn
Do

Angela Connell

Alan Campbell

Ada D. Sarmento

Re: Immuneering Corporation – Anticipated Price Range
and Share-Based Compensation 	– Registration Statement on Form S-1 (File No. 333-257791)

July 14, 2021

Page 2

Dear Mr. Campbell:

On behalf of Immuneering Corporation (the “Company”),
we submit this letter (this “Letter”) to the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”). The Company confidentially submitted a draft of the above referenced
Registration Statement (the “Registration Statement”) to the Commission on May 13, 2021, resubmitted to the Commission on
June 21, 2021, and subsequently filed the Registration Statement with the Commission on July 9, 2021. The purpose of this Letter is to
respond to an outstanding comment relating to share-based compensation that was provided to the Company in a letter from the Staff dated
June 12, 2021. Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the
Company’s request for confidential treatment of selected portions of this Letter pursuant to Rule 83 of the Commission’s Rules
on Information and Requests, 17 C.F.R. §200.83. A redacted letter has been filed on EDGAR, omitting the confidential information
contained in the Letter.

For the convenience of the Staff, we are providing
to the Staff copies of this Letter via Kiteworks. In this Letter, we have recited the prior comment from the Staff in italicized, bold
type and have followed the comment with the Company’s response.

12. Once you have an estimated offering price or range, please
explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences
between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.
Please discuss with the staff how to submit your response

Estimated Preliminary IPO Price Range

To assist the Staff in its review, the Company
advises the Staff that, although not yet reflected in the Registration Statement, based on discussions with the Company’s board
of directors (the “Board”) and reflecting input from the lead underwriters (the “Underwriters”) of the Company’s
proposed initial public offering (“IPO”) of its Class A common stock, par value $0.001 per share (“common stock”)
if the Company were to commence marketing of the transaction today, the Company presently anticipates that the estimated price range would
be approximately $[***] per share to $[***] per share (the “Preliminary IPO Price Range”), with a midpoint of approximately
$[***] per share (the “Preliminary Assumed IPO Price”), and an estimated stock split of [***] whereby an owner of one current
share of Company common stock will receive [***] shares of Company common stock following the stock split.

The Company’s final range to be
included in a pre-effective amendment to the Registration Statement remains under discussion between the Company and the
Underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution
of the preliminary prospectus in connection with the Company’s road show. The Company advises the Staff that the final range
to be included in a pre-effective amendment to the Registration Statement will include a price range of no more than $2.00, if the
maximum price is $10.00 per share or less, or 20% of the high end of the range, if the maximum price is greater than $10.00 per
share, unless otherwise approved by the Staff.

CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED BY IMMUNEERING

CORPORATION

July 14, 2021

Page 3

Summary of Recent Option Grants and Common Stock Valuation

As there has been no public market for the common
stock of the Company to date, the estimated fair value of the Company’s common stock has been determined by our Board as of the
date of each option grant, with input from management, considering third-party valuations of the common stock as well as our Board’s
assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the
most recent third-party valuation through the date of the grant including the factors disclosed on page 96 of the Registration Statement.
These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, and were prepared using
a hybrid method, which is a probability weighted expected return method (“PWERM”) where the equity value in one or more of
the scenarios is calculated using an option pricing method (“OPM”).

As discussed below, the Board granted stock options
on eight separate dates since January 1, 2019. The following table sets forth these grants:

    Grants by grant date:
    Type of Award
    Number of Shares Subject to Options Granted
    Per Share Exercise Price
    Fair Value per Share of Common Stock on Grant Date

    5/15/2019
    Options
      14,000
    $ 3.37
    $ 3.37

    12/16/2019
    Options
      986,294
    $ 3.01
    $ 3.01

    2/25/2020
    Options
      285,740
    $ 3.01
    $ 3.01

    7/3/2020
    Options
      41,544
    $ 3.11
    $ 3.11

    9/25/2020
    Options
      9,344
    $ 3.11
    $ 3.11

    3/18/2021
    Options
      230,418
    $ 4.12
    $ 4.12

    5/6/2021
    Options
      911,540
    $ 9.74
    $ 9.74

    5/10/2021
    Options
      25,480
    $ 9.74
    $ 9.74

The Board’s determination of each fair value
was based, in part, on the results of a third-party valuation of the Company’s common stock performed as of June 30, 2018 (the “June
2018 Valuation”), September 30, 2019 (the “September 2019 Valuation”), December 31, 2020 (the “December 2020 Valuation”),
and March 31, 2021 (the “March 2021 Valuation”). On May 28, 2020, certain shareholders of the Company negotiated directly
with Teva Pharmaceuticals USA Inc. (“Teva”) for the purchase of 495,013 shares of the Company’s common stock held by
Teva. The Board determined that the negotiated price of $3.11 per share represented the fair value as of that date.

	CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED BY IMMUNEERING

CORPORATION

July 14, 2021

Page 4

May 2019 Option Grant.
On May 15, 2019, the Company granted an option to a certain employee to purchase an aggregate of 14,000 shares of common stock. The Board
determined that the fair value of the Company’s common stock was $3.37 per share as of May 15, 2019 based on input from management,
the objective and subjective factors (disclosed on page 96 of the Registration Statement) that it believed were relevant and the results
of the June 2018 Valuation.

In preparing the June 2018
valuation, the Company determined its enterprise value using two Market Approaches: The Guideline Public Company Method (“GPC”)
and the Guideline Transaction Method (“GTM”). Value was allocated to shares using the Current Value Method (“CVM”).
Because of the Company’s early stage of development and other relevant factors, the Company believed that the Market Method was
the appropriate method for valuing the Company’s common stock.

Market approaches reference
actual transactions in the equity of the enterprise being valued or transactions in similar enterprises that are traded in the public
markets. The GPC method involves identifying and selecting publicly traded enterprises with financial and operating characteristics similar
to the enterprise being valued. For the valuation, a set of comparable public companies were identified. The Company had negative EBITDA
as of the valuation date. The selection of the appropriate multiple to apply to the Company’s financial statistics considered profitability,
size, growth, and company-specific risk. Given these considerations, a revenue multiple between the median and mean was selected. The
GTM involves determining valuation multiples from sales of enterprises with similar financial and operating characteristics and applying
those multiples to the subject enterprise. A selection of transactions in enterprises with similar activities to those of the Company
and occurring within four years of the valuation date were identified. Consideration was given to the profitability, size, growth, and
company-specific risk of the Company and the transacted companies. Given these considerations, a revenue multiple between the median and
mean was selected. The GTM method reflects transactions that represents the sale of an entire enterprise at a control level value. The
subject interest was a minority, non-control level interest, therefore an adjustment to reflect value on that basis was made. A discount
for lack of control (“DLOC”) of 10% was applied to the GTM method. The GPC and the GTM were weighted 50/50 to arrive at an
equity value of $28.2 million.

After the equity value of
the Company was determined, it was allocated to the common stock and common stock derivatives using the CVM. The CVM allocates a company’s
enterprise value to each cascading level of stock based upon liquidation preference or conversion value. The CVM has practical limitations
and should be used in three cases: 1) when a liquidity even is imminent; 2) when the business is at such an early stage of development
that there is no material progress on the company’s business plan and there is no reasonable basis to estimate value beyond the
preferred preference; and 3) when there is only one class of equity outstanding with no long-term debt.

The June 2018 Valuation then applied a discount
for lack of marketability (“DLOM”) of 40.0% to account for the lack of active trading market in the Company’s securities.

CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED BY IMMUNEERING

CORPORATION

July 14, 2021

Page 5

December 2019 and February
2020 Option Grants. On December 16, 2019 and February 25, 2020, the Company granted options to certain employees and members of
the board to purchase an aggregate of 986,294 and 285,740 shares of common stock, respectively. The Board determined that the fair value
of the Company’s common stock was $3.01 per share as of December 16, 2019 and February 25, 2020 based on input from management,
the objective and subjective factors (disclosed on page 96 of the Registration Statement) that it believed were relevant and the results
of the September 2019 Valuation.

In preparing the September
30, 2019 valuation, the Company determined its enterprise value using the OPM. Because of the Company’s early stage of development
and other relevant factors, the Company believed that the OPM was the appropriate method for valuing the Company’s common stock.
The resulting estimated fair value of the Company’s common stock was $3.01 per share on a non-marketable, minority basis.

The OPM allocates a company’s
equity value among the various capital classes. The OPM takes into account the preferred shareholders’ liquidation preferences,
participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event would be distributed among
the various ownership classes at a future date. First, in determining equity value, the Company used the Subject Company Transaction Method,
also known as the Reverse Option Pricing Model (“ROPM”). This method utilizes a company’s own relevant stock transaction
by utilizing the price at which a recent equity class was issued by the company. The equity value of which results in a value being assigned
to the identified equity class consistent with the issued or transacted price and can be calculated using appropriate allocation methodologies.
Typically, information from the most recent round of venture capital/private equity financing is applied to approximate an enterprise
value for the company. It was determined that the ROPM was the best methodology to use for the equity value given that the Series A Preferred
equity transaction was determined to be a third-party, arm’s length transaction.

After the equity value of
the Company was determined, it was allocated among the various share classes. To calculate the fair market value of the Company’s
common stock, the Company used Black-Scholes. For the Company, the breakpoints were set after examining the liquidation preferences in
the Company’s Articles of Incorporation, option agreements, and the number of securities outstanding as of the September 30, 2019
valuation date. Black-Scholes requires a series of variables, including the equity value of the company, time to liquidity event, risk-free
rate, and volatility.

The September 2019 Valuation
was prepared taking into account the issuance of 1,571,441 shares of Series A Preferred at $6.1081 per share and the conversion of $5.3
million of notes payable into 1,099,988 shares of Series A Preferred at a 20% discount, which occurred on September 20, 2019. The September
2019 Valuation then applied a DLOM of 30.0%.

July 2020 and September 2020 Option
Grants. On July 3, 2020 and September 25, 2020, the Company granted options to certain employees and members of the board to
purchase an aggregate of 41,544 and 9,344 shares of common stock, respectively. The Board determined that the fair value of the
Company’s common stock was $3.11 per share as of July 3, 2020 and September 25, 2020 based on input from management, the
objective and subjective factors (disclosed on page 96 of the Registration Statement) that it believed were relevant and the sale
price of the Company’s common stock negotiated in an arm’s length transaction between Teva and certain shareholders on
May 28, 2020 of $3.11 per share.

CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED BY IMMUNEERING

CORPORATION

July 14, 2021

Page 6

March 2021 Option Grants. On March
18, 2021, the Company granted options to certain employees and members of the board to purchase an aggregate of 230,418 shares of common
stock. The Board determined that the fair value of the Company’s common stock underlying such option grants was $4.12 per share
based on input from management, the objective and subjective factors (disclosed on page 96 of the Registration Statement) that it believed
were relevant and the results of the then most recent third-party valuation performed, which was as of December 31, 2020.

In preparing the December
31, 2020 valuation, the Company used a hybrid of the OPM and the probability-weigh

CORRESP
1
filename1.htm

    1271 Avenue of the Americas

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                                            Tel: +1.212.906.1200 Fax: +1.212.751.4864

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                                July 9, 2021

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    Washington, D.C.

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Attention:             Jenn Do

Angela Connell

Alan Campbell

Ada D. Sarmento

 Re: Immuneering Corporation

Amendment No. 1
to Draft Registration Statement on Form S-1

Confidentially
Submitted June 21, 2021

CIK No. 0001790340

Ladies and Gentlemen:

On behalf of our client, Immuneering
Corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
in its letter dated July 1, 2021, relating to the Company’s Amendment No. 1 to the draft registration statement on Form S-1 submitted
on June 21, 2021 (the “DRS”).

The Company has publicly filed
today a revised Registration Statement on Form S-1 (the “Registration Statement”), together with this letter,
via EDGAR submission. For the Staff’s reference, we are providing to the Staff by hand delivery copies of this letter as well as
both a clean copy of the Registration Statement and a copy marked to show all changes from the DRS.

For convenience of reference,
the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its
response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to
such terms in the Registration Statement.

July 9, 2021

Page 2

Amendment No. 1 to Draft
Registration Statement on Form S-1

Business

Intellectual
Property, page 131

 1. We note your response to prior comment 13 and revised disclosure. Please revise further to disclose
what type of patent protection you are seeking under your pending patent 	applications (e.g. composition of matter, use or process).

Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 131 of the Registration Statement.

Principal Stockholders,
page 159

 2. Please identify the natural person or persons who directly or indirectly exercise sole or shared
voting and/or dispositive power with respect to the common stock held by Merrin 	Investors LLC and the entities affiliated with Rock
Springs Capital LLP.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 162 and 163 of the Registration
Statement.

*********

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at (212) 906-2916 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above.

    Sincerely,

    /s/ Nathan Ajiashvili

    Nathan Ajiashvili

    of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Benjamin J. Zeskind, Ph.D., Chief Executive Officer, Immuneering Corporation

John Chory, Latham & Watkins LLP

Evan Smith, Latham & Watkins LLP

Frank F. Rahmani, Sidley Austin LLP

Samir A. Gandhi, Sidley Austin LLP

United States securities and exchange commission logo
July 1, 2021
Benjamin J. Zeskind, Ph.D.
Chief Executive Officer
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142
Re:Immuneering Corporation
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 21, 2021
CIK No. 0001790340
Dear Dr. Zeskind:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business
Intellectual Property, page 131
1.We note your response to prior comment 13 and revised disclosure. Please revise further
to disclose what type of patent protection you are seeking under your pending patent
applications (e.g. composition of matter, use or process).
Principal Stockholders, page 159
2.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Merrin
Investors LLC and the entities affiliated with Rock Springs Capital LLP.

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 July 1, 2021 Page 2
 FirstName LastName
Benjamin J. Zeskind, Ph.D.
Immuneering Corporation
July 1, 2021
Page 2
            You may contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

United States securities and exchange commission logo
June 12, 2021
Benjamin J. Zeskind, Ph.D.
Chief Executive Officer
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, MA 02142
Re:Immuneering Corporation
Draft Registration Statement on Form S-1
Submitted May 13, 2021
CIK No. 0001790340
Dear Dr. Zeskind:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Industry and Other Data, page ii
1.Your statements that (i) third party sources do not guarantee the accuracy or completeness
of the information presented in the prospectus, (ii) you have not had third party
information independently verified by any independent sources and (iii) no independent
source has verified your internal research and market definitions may imply inappropriate
disclaimers of responsibility with respect to this information. Please either delete these
statements or specifically state that you are liable for such information.

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 June 12, 2021 Page 2
 FirstName LastNameBenjamin J. Zeskind, Ph.D.
Immuneering Corporation
June 12, 2021
Page 2
Prospectus Summary
Overview, page 1
2.Please provide us with the basis for your claims that you have more than a decade of
leadership in translational bioinformatics and that you have an established track record of
generating insights into drug mechanisms of action and patient treatment responses.
Our Wholly Owned Pipeline, page 2
3.Please revise your pipeline table to combine the lead optimization column with the
discovery column. A textual discussion of the program is a more appropriate place to
make distinctions regarding different segments within a particular phase. With the
exception of IMM-1-104, it appears that all of your product candidates are in the
discovery phase. Given the early stage of development of these programs, please explain
why each program is sufficiently material to your business to warrant inclusion in your
pipeline table
Dual-MEK Program, page 4
4.We note statements in the Summary and Business sections regarding the performance of
your product candidates. For example, we note statements that you have observed
therapeutic activity with improved tolerability of IMM-1-104 in preclinical studies as
compared to current FDA-approved drugs and similar statements. Please revise the first
paragraph on page 4 and similar statements throughout the prospectus to revise all
performance claims so that the basis for each statement is clear. Safety and efficacy
determinations are the exclusive authority of the FDA or comparable foreign regulators.
You may provide a summary of the data that you used to draw these conclusions, but not
the conclusions or predictions that the product candidates are safe or effective.
Our Strategy, page 5
5.We note your disclosure here and elsewhere in the prospectus referencing your plans to
"rapidly advance" the development of IMM-1-104. Please revise this disclosure and
similar disclosure throughout the prospectus to remove any implication that you will be
successful in developing your product candidates in a rapid or accelerated manner as such
statements are speculative.
6.We note your statements here and in the Business section claiming that your platform
allows you to leverage human biological data in new and creative ways which provide
counterintuitive insights that are not constrained by inherent limitations of conventional
approaches or prevailing scientific views. However, translational bioinformatics appears
to be a growing field with numerous researchers and participants. Please revise your
disclosure to explain why your approach in particular is counterintuitive and why you are
able to leverage data in ways that others cannot.

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 June 12, 2021 Page 3
 FirstName LastNameBenjamin J. Zeskind, Ph.D.
Immuneering Corporation
June 12, 2021
Page 3
Our Team, page 5
7.We note that you identify certain entities as investors in your company here and on page
98. However, certain of these entities do not appear to be among your principal
stockholders as disclosed on page 153. If material, please expand your disclosure to
describe the nature of each such entity's investment in you and explain to us why
including this information is appropriate. Please also explain in the response your plans to
update investors about any changes these entities make with respect to their investments in
your company.
Summary Risk Factors, page 5
8.Please revise to add the risk that your approach to the discovery and development of
product candidates is unproven, and you may not be successful in your efforts to use and
expand your DCT platform to build a pipeline of product candidates with commercial
value.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company, page 7
9.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 75
10.Please update the second bullet in Use of Proceeds, when possible, to disclose how far in
the development of these programs you estimate that the proceeds from this offering will
allow you to reach, including how many additional programs and how many of your
current programs you will be able to pursue and for how many programs you estimate that
you will be able to begin or complete IND-enabling studies.
Critical Accounting Policies
Equity-based Compensation, page 91
11.It appears from your Outstanding Equity Awards table on page 144 that you did not grant
any options or other equity awards to the three named executive officers (NEOs) during
2020. Please confirm for us that none of the equity-based awards granted in 2020 as
presented in the table on page 92 were granted to NEOs or revise your disclosure
accordingly.
12.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 June 12, 2021 Page 4
 FirstName LastNameBenjamin J. Zeskind, Ph.D.
Immuneering Corporation
June 12, 2021
Page 4
and beneficial conversion features. Please discuss with the staff how to submit your
response.
Business, page 94
13.We note your disclosure on page 49 that you own pending patent applications in the
United States related to your platform technologies and pending patent applications
related to your product candidates. Please revise your Business section to include a
discussion of your intellectual property coverage, including the specific products, product
groups and technologies to which the patent applications relate, the type of patent
protection you are seeking, the applicable jurisdictions and the potential patent expiration
dates.
Our Bioinformatics Approach, page 99
14.We note your statement that your approach has already yielded programs that have
exhibited preclinical activity against a broad range of clinically challenging solid tumors
and are advancing towards the clinic. Please revise your disclosure to clarify that the
majority of your product candidates have yet to advance to IND-enabling studies.
Our Differentiated Approach to Tackling Some the Most Challenging Cancers, page 101
15.Please provide the basis for your claim that your insights derived from your translational
bioinformatics platform have "substantiated" your belief that leveraging signaling
dynamics against tumor addiction will result in better drugs.  This statement appears to be
premature given the current stage of development of your product candidates.
Trifecta-MEK Program, page 110
16.We note your statement that you are developing "potentially first-in-class" therapies that
are designed to uniquely engage MEK. Given your current stage of development, it
appears to be premature to make this claim. Please revise your disclosure to remove this
statement.
Executive and Director Compensation
Executive Compensation Arrangements, page 143
17.When available, please revise this section to describe the material terms of your new
employment agreements with your named executive officers and file the agreements as
exhibits to your registration statement.
Description of Capital Stock
Registration Rights, page 156
18.Please quantify the number of shares of your common stock that will have registration
rights following the offering.

 FirstName LastNameBenjamin J. Zeskind, Ph.D.
 Comapany NameImmuneering Corporation
 June 12, 2021 Page 5
 FirstName LastName
Benjamin J. Zeskind, Ph.D.
Immuneering Corporation
June 12, 2021
Page 5
            You may contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.