Arya Sciences Acquisition (ARYA) DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ARYA SCIENCES ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF ARYA SCIENCES ACQUISITION CORP.

ARYA Sciences Acquisition Corp.

c/o Perceptive Advisors

51 Astor Place, 10th Floor

New York, New York 10003

Dear ARYA Sciences Acquisition Corp. Shareholder:

You are cordially invited to attend an annual general meeting of ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), which will be held on June 29, 2020 at 9:00 a.m., New York City time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022 (the “General Meeting”).

On March 17, 2020, ARYA, Immatics Biotechnologies GmbH, a German limited liability company (“Immatics”), Immatics B.V., a Dutch private limited liability company (“TopCo”), Immatics Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), and Immatics Merger Sub 2, a Cayman Islands exempted company (“IB Merger Sub”), entered into a Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”), pursuant to which several transactions will occur, and in connection therewith, TopCo will be the ultimate parent company of Immatics and ARYA (the “Business Combination”).

At the General Meeting, ARYA shareholders will be asked to consider and vote upon a proposal, as a special resolution (the “Business Combination Proposal” or “Proposal No. 1”), to adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus asAnnex A, approve the First Merger and the plan of merger between ARYA and ARYA Merger Sub in the form tabled at the General Meeting, which will be substantially in the form attached to the accompanying proxy statement/prospectus asAnnex B (the “Plan of First Merger”), and approve the Second Merger and the plan of merger between the First Surviving Company (as defined below) and IB Merger Sub in the form tabled at the General Meeting, which will be substantially in the form attached to the accompanying proxy statement/prospectus asAnnex C (the “Plan of Second Merger” and, together with the Plan of First Merger, the “Plans of Merger”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, ARYA and TopCo entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and TopCo agreed to issue and sell to such PIPE Investors, an aggregate of 10,415,000 TopCo Shares at $10.00 per share for gross proceeds of $104,150,000 (the “PIPE Financing”) on the Closing Date, $25,000,000 of which will be funded by an affiliate of ARYA Sponsor (the “Sponsor PIPE Entity”). The TopCo Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. TopCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the closing of the Business Combination.

Additionally, in connection with their entry into the Business Combination Agreement, ARYA and TopCo entered into a letter agreement (the “Sponsor Letter Agreement”) with ARYA Sponsor and the current independent directors of ARYA (the “ARYA Initial Shareholders”) pursuant to which (a) each ARYA Initial Shareholder agreed to vote to adopt the Business Combination Agreement and approve the Business Combination, the First Merger, the Second Merger and the Plans of Merger, (b) ARYA Sponsor agreed to forfeit the Private Placement Warrants issued to it at the time of the ARYA IPO and (c) each ARYA Initial Shareholder agreed to waive any adjustment to the conversion rate at which their Class B ordinary shares (the “Founder Shares”) would convert into Class A ordinary shares (the “Class A Shares”) as a result of the PIPE Financing as provided for in the ARYA amended and restated memorandum and articles of association or any similar anti-dilution or similar protection.

In addition to the Business Combination Proposal, ARYA shareholders are being asked to consider and vote on a proposal, as an ordinary resolution, to adjourn the General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to ARYA shareholders or, if as of the time for which the General Meeting is scheduled, there are insufficient ARYA Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting, (B) in order to solicit additional proxies from ARYA shareholders in favor of the Business Combination Proposal, or (C) if ARYA shareholders redeem an amount of Class A Shares such that the condition (the “Aggregate TopCo Transaction Proceeds Condition”) to each party’s obligation to consummate the Business Combination that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by ARYA shareholders of their right to have ARYA redeem their Class A Shares in connection with the Business Combination (the “Cash Redemption Amount”) together with the proceeds from the PIPE Financing (the “Aggregate PIPE Proceeds”) (net of any unpaid ARYA Expenses as defined in the Business Combination Agreement) is not at least $150,000,000 (the “Adjournment Proposal” or “Proposal No 2”). The Adjournment Proposal will only be presented to ARYA shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, or in the event that ARYA shareholders redeem an amount of Class A Shares such that the Aggregate TopCo Transaction Proceeds Condition would not be satisfied. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The Class A Shares, ARYA Public Units and ARYA Public Warrants are currently listed on the NASDAQ Capital Market (“NASDAQ”) under the symbols “ARYA,” “ARYAU” and “ARYAW,” respectively. Upon the closing of the Business Combination, the ARYA securities will be delisted from NASDAQ. TopCo intends to apply to list the TopCo Shares and TopCo Public Warrants on NASDAQ under the symbols “IMTX” and “IMTXW,” respectively, upon the closing of the Business Combination. We cannot assure you that the TopCo Shares or TopCo Public Warrants will be approved for listing on NASDAQ.

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TopCo is an “emerging growth company” under applicable United States federal securities laws and will be subject to reduced public company reporting requirements. Investing in TopCo’s securities involves a high degree of risk. See “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in TopCo’s securities.

With respect to ARYA and the holders of the ARYA Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

Pursuant to the ARYA amended and restated memorandum and articles of association, ARYA is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of the ARYA IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein shall take effect as repurchases under the ARYA amended and restated memorandum and articles of association. Theper-share amount ARYA will distribute to investors who properly redeem their Class A Shares will not be reduced by the aggregate deferred underwriting commission of $4,671,875 that ARYA will pay to the underwriters of the ARYA IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $148,712,946.25 as of June 8, 2020, the estimated per Class A Share redemption price would have been approximately $10.35.The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Class A Shares (i.e., in excess of 2,156,250 Class A Shares). ARYA has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by ARYA’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing (net of any unpaid ARYA Expenses as defined in the Business Combination Agreement) being at least $150,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by ARYA’s public shareholders, the Aggregate TopCo Transaction Proceeds Condition is not met or is not waived, then each of ARYA and Immatics may elect not to consummate the Business Combination. In addition, in no event will ARYA redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the ARYA amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding ARYA Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that (i) none of ARYA’s public shareholders exercise

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their redemption rights with respect to their Class A Shares, (ii) Participating Shareholders represent 100% of the issued and outstanding shares of Immatics and there are no “change of control” payments made or required to be made by Immatics, (iii) the recipients of cash proceeds from the conversion of Immatics’ stock appreciation rights who are required or permitted to reinvest such proceeds into TopCo in exchange for TopCo Shares willre-invest such proceeds as set forth in the Business Combination Agreement, and (iv) the options issued to holders of Immatics’ stock appreciation rights that would vest on or after January 1, 2021, as contemplated by the Business Combination Agreement, are exercised in accordance with their terms and the dilutive effect of such options are calculated using the Treasury Stock Method. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination — Ownership of TopCo.”

The ARYA Initial Shareholders have agreed to waive their redemption rights with respect to any ARYA Ordinary Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine theper-share redemption price. Currently, the ARYA Initial Shareholders own 20% of the issued and outstanding ARYA Ordinary Shares, including all of the Founder Shares. The ARYA Initial Shareholders, and the other directors and officers of ARYA have agreed to vote any ARYA Ordinary Shares owned by them in favor of the Business Combination and the transactions contemplated thereby. The Founder Shares are subject to transfer restrictions. The ARYA amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of Class A Shares one day after the closing of the Business Combination, at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the issued and outstanding ARYA Ordinary Shares after giving effect to the PIPE Financing. However, the ARYA Initial Shareholders have agreed to waive such conversion adjustment pursuant to the Sponsor Letter Agreement. As a result, each remaining Founder Share will be exchanged for one TopCo Share at the closing of the Business Combination, such that the ARYA Initial Shareholders will hold approximately 5.7% of the total number of TopCo Shares outstanding after the consummation of the Business Combination. Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the accompanying proxy statement/prospectus for assumptions relating to this calculation.

ARYA is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments or postponements of the General Meeting. Information about the General Meeting, the Business Combination and other related business to be considered by the ARYA shareholders at the General Meeting is included in the accompanying proxy statement/prospectus.Whether or not you plan to attend the General Meeting, all ARYA shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements ofTopCo, ARYA and Immatics carefully and in their entirety. In particular, you are urged to read carefully the section entitled“Risk Factors” beginning on page43 of the accompanying proxy statement/prospectus.

After careful consideration, the ARYA Board has approved the Business Combination Agreement and the Business Combination, and recommends that ARYA shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination, the First Merger, the Second Merger, and the Plans of Merger, and “FOR” all other proposals presented to ARYA shareholders in the accompanying proxy statement/prospectus. When you consider the ARYA Board’s recommendation of these proposals, you should keep in mind that certain ARYA directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at leasttwo-thirds of the ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting.

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Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted“FOR” each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT ARYA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the ARYA Board, I would like to thank you for your support of ARYA Sciences Acquisition Corp. and look forward to a successful completion of the Business Combination.

Sincerely,

June 10, 2020

Joseph Edelman

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated June 10, 2020, and is expected to be first mailed or otherwise delivered to ARYA shareholders on or about June 12, 2020.

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by TopCo, ARYA or Immatics. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of TopCo, ARYA or Immatics since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

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NOTICE OF ANNUAL GENERAL MEETING

OF ARYA SCIENCES ACQUISITION CORP.

TO BE HELD JUNE 29, 2020

To the Shareholders of ARYA Sciences Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an annual general meeting of ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (“ARYA”), will be held on June 29 at 9:00 a.m., New York City time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022 (the “General Meeting”). You are cordially invited to attend the General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

The record date for the General Meeting for ARYA shareholders that hold their shares in “street name” is May 29, 2020. For ARYA shareholders holding their shares in “street name”, only shareholders at the close of

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business on that date may vote at the General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to ARYA shareholders that hold their shares in registered form and are registered as shareholders in ARYA’s register of members. ARYA shareholders that hold their shares in registered form are entitled to one vote on each proposal presented at the General Meeting for each ARYA Ordinary Share held on the date of the General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, ARYA and TopCo entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and TopCo agreed to issue and sell to such PIPE Investors, an aggregate of 10,415,000 TopCo Shares at $10.00 per share for gross proceeds of $104,150,000 (the “PIPE Financing”) on the Closing Date, $25,000,000 of which will be funded by an affiliate of ARYA Sponsor (the “Sponsor PIPE Entity”). The TopCo Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. TopCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the closing of the Business Combination.

Additionally, in connection with their entry into the Business Combination Agreement, ARYA and TopCo entered into a letter agreement (the “Sponsor Letter Agreement”) with the ARYA Initial Shareholders (as defined below) pursuant to which (a) each ARYA Initial Shareholder agreed to vote to adopt the Business Combination Agreement and approve the Business Combination, the First Merger, the Second Merger and the Plans of Merger, (b) ARYA Sponsor agreed to forfeit the Private Placement Warrants issued to it at the time of the ARYA IPO and (c) each ARYA Initial Shareholder agreed to waive any adjustment to the conversion rate at which their Class B ordinary shares (the “Founder Shares”) would convert into Class A ordinary shares (the “Class A Shares”) as a result of the PIPE Financing as provided for in the ARYA amended and restated memorandum and articles of association or any similar anti-dilution or similar protection.

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The above matters are more fully described in this proxy statement/prospectus, which also includes, asAnnex A, a copy of the Business Combination Agreement.You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements ofTopCo, ARYA and Immatics.

Pursuant to the ARYA amended and restated memorandum and articles of association, ARYA is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of the ARYA IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein shall take effect as repurchases under the ARYA amended and restated memorandum and articles of association. Theper-share amount ARYA will distribute to investors who properly redeem their Class A Shares will not be reduced by the aggregate deferred underwriting commission of $4,671,875 that ARYA will pay to the underwriters of the ARYA IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $148,712,946.25 as of June 8, 2020, the estimated per Class A Share redemption price would have been approximately $10.35.The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares.Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Class A Shares (i.e., in excess of 2,156,250 Class A Shares). ARYA has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by ARYA’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the Aggregate PIPE Proceeds (net of any unpaid ARYA Expenses as defined in the Business Combination Agreement) being at least $150,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by ARYA’s public shareholders, the Aggregate TopCo Transaction Proceeds Condition is not met or is not waived, then each of ARYA and Immatics may elect not to consummate the Business Combination. In addition, in no event will ARYA redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the ARYA amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding ARYA Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that (i) none of ARYA’s public shareholders exercise their redemption rights with respect to their Class A Shares, (ii) Participating Shareholders represent 100% of the issued and outstanding shares of Immatics and there are no “change of control” payments made or required to be made by Immatics, (iii) the recipients of cash proceeds from the conversion of Immatics’ stock appreciation rights who are required or permitted to reinvest such proceeds into TopCo in exchange for TopCo Shares willre-invest such proceeds as set forth in the Business Combination Agreement, and (iv) the options issued to holders of Immatics’ stock appreciation rights that would vest on or after January 1, 2021 as contemplated by the Business Combination Agreement, are exercised in accordance with their terms and the dilutive effect of such options are calculated using the Treasury Stock Method. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination — Ownership of TopCo.”

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ARYA Sponsor and the current independent directors of ARYA (the “ARYA Initial Shareholders”), as well as ARYA’s officers and other current directors, have agreed to waive their redemption rights with respect to any ARYA Ordinary Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine theper-share redemption price. Currently, the ARYA Initial Shareholders own 20% of the issued and outstanding ARYA Ordinary Shares, including all of the Founder Shares. The ARYA Initial Shareholders, and the other directors and officers of ARYA have agreed to vote any ARYA Ordinary Shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions. The ARYA amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of Class A Shares one day after the closing of the transactions contemplated by the Business Combination Agreement, at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the issued and outstanding ARYA Ordinary Shares after giving effect to the PIPE Financing. However, the ARYA Initial Shareholders have agreed to waive such conversion adjustment pursuant to the Sponsor Letter Agreement. As a result, each remaining Founder Share will be exchanged for one TopCo Share at the closing of the Business Combination, such that the ARYA Initial Shareholders will hold approximately 5.7% of the total number of TopCo Shares outstanding after the consummation of the Business Combination. Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the proxy statement/prospectus for assumptions relating to this calculation.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at leasttwo-thirds of the ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting.The ARYA Board recommends that you vote “FOR” each of these proposals.

By Order of the Board of Directors

Joseph Edelman

Chairman of the Board of Directors

New York, New York

June 10, 2020

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TABLE OF CONTENTS

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on FormF-4 filed with the U.S. Securities and Exchange Commission, or SEC, by TopCo (FileNo. 333-237702), constitutes a prospectus of TopCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the TopCo securities to be issued to ARYA shareholders and Immatics equityholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the general meeting of ARYA shareholders at which ARYA shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, the First Merger, the Second Merger and the Plans of Merger by the approval and adoption of the Business Combination Proposal, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

The exchange rate used for conversion between U.S. dollars and Euros is based on the ECB euro reference exchange rate published by the European Central Bank.

IMPORTANT INFORMATION ABOUT IFRS ANDNON-IFRS FINANCIAL MEASURES

Immatics’ audited financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The Immatics logo , Immatics^®, XPRESIDENT^®, ACTengine^®, ACTallo^®, ACTolog^®, XCEPTOR^™, TCER^™, AbsQuant^™, IMADetect^™ and other trademarks or service marks of Immatics appearing in this prospectus are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the^® and^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

In this proxy statement/prospectus:

“Active Employee” means any active employee of Immatics or any of its subsidiaries, other than a Management Member, as of March 31, 2020.

“Aggregate PIPE Proceeds” means the cash proceeds to be actually received by TopCo or any of its Affiliates in respect of the PIPE Financing.

“Aggregate TopCo TransactionProceeds Condition” means the condition to each party’s obligation to consummate the Business Combination if the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the Aggregate PIPE Proceeds (net of any unpaid ARYA Expenses as defined in the Business Combination Agreement) is not at least $150,000,000.

“Ancillary Documents” means, collectively, the Sponsor Letter Agreement, the Investor Rights Agreement and the Subscription Agreements.

“ARYA” means ARYA Sciences Acquisition Corp., a Cayman Islands exempted company.

“ARYAamended and restated memorandum and articles of association” means the amended and restated memorandum and articles of association of ARYA, effective October 4, 2018.

“ARYA Board” means the board of directors of ARYA.

“ARYA Initial Shareholders” means ARYA Sponsor, Kevin Conroy, Dr. David Hung and Dr. Todd Wider.

“ARYA IPO” means ARYA’s initial public offering, consummated on October 10, 2018, of 14,375,000 ARYA Public Units (including 1,875,000 units sold pursuant to the underwriters’ exercise of their over-allotment option) at $10.00 per unit, with each unit consisting of one Class A Share and one ARYA Public Warrant.

“ARYA Merger Sub” means Immatics Merger Sub 1, a Cayman Islands exempted company.

“ARYA Ordinary Shares” means collectively the Class A Shares and the Class B Shares.

“ARYAPublic Units” means the units issued in the ARYA IPO, consisting of one Class A Share andone-half of one ARYA Public Warrant.

“ARYA Public Warrants” means warrants to acquire Class A Shares, issued as part of units in the ARYA IPO, at an initial exercise price of $11.50 per share.

“ARYA shareholder” means any holder of ARYA Ordinary Shares.

“ARYA Sponsor” means ARYA Sciences Holdings, a Cayman Islands exempted company and an affiliate of Perceptive.

“Business Combination” means all of the transactions contemplated by the Business Combination Agreement, including (i) the First Merger; (ii) the Exchange; (iii) the Conversion; and (iv) the Second Merger. For accounting and financial reporting purposes, the Exchange will be accounted for as a recapitalization under IFRS, while the other transactions will be accounted for based on IFRS 2 (“Share-based Payment”).

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of March 17, 2020, by and among ARYA, Immatics, TopCo, ARYA Merger Sub and IB Merger Sub which is attached hereto asAnnex A, and as may be amended from time to time.

“Cash Redemption Amount” means the aggregate amount of cash required to satisfy any valid exercise by ARYA shareholders of their right to have ARYA redeem their Class A Shares in connection with the Business Combination.

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“Cayman Islands Companies Law” means the Companies Law (2020 Revision) of the Cayman Islands, as amended, modified,re-enacted or replaced from time to time.

“Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of ARYA.

“Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of ARYA.

“Conversion” means the transactions whereby TopCo will change its legal form from a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap).

“DCGC” means the Dutch Corporate Governance Code, as of December 8, 2016 and as amended from time to time.

“Converted Options” means the options issued to holders of Unvested Immatics SARs, as contemplated by the Business Combination Agreement.

“Exchange” means the exchange by the shareholders of Immatics that have agreed to participate in the transaction of their equity interests in Immatics to TopCo in exchange for TopCo Shares.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“First Merger” means the merger of ARYA with and into ARYA Merger Sub, with ARYA being the surviving company.

“Former Employees” means any former employee of Immatics whose service relationship with Immatics ended on or before March 31, 2020 and any Active Employee who tendered their resignation on or before March 31, 2020.

“Founder Shares” means the aggregate 3,593,750 Class B Shares that are currently owned by the ARYA Initial Shareholders, of which 3,503,750 shares are held by ARYA Sponsor and 30,000 shares are held by each of Mr. Kevin Conroy, Dr. Todd Wider and Dr. David Hung (for a combined total of 90,000 shares).

“First Anniversary of Closing” means the day one year after the consummation of the Business Combination.

“General Meeting” means the annual general meeting of ARYA that is the subject of this proxy statement/prospectus.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IB Merger Sub” means Immatics Merger Sub 2, a Cayman Islands exempted company.

“Immatics” means Immatics Biotechnologies GmbH, a German limited liability company, and, unless the context otherwise requires, its consolidated subsidiaries.

“Immatics Equity Plan” means each of the Immatics Biotechnologies GmbH Stock Appreciation Program 2010, the Immatics Biotechnologies 2016 Equity Incentive Plan and each other plan that provides for the award of rights of any kind to receive any share or any benefit measured in whole or in part by reference to any share of Immatics or any of its subsidiaries.

“Immatics SAR” means a stock appreciation right or tandem award in respect of Immatics Shares granted under an Immatics Equity Plan or otherwise.

“Immatics SAR Holders” means the holders of Immatics SARs.

“Immatics Shares”means ordinary shares of Immatics.

“Immatics US” means Immatics US, Inc., a Delaware corporation.

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“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means that certain Investor Rights Agreement to be entered into by and among TopCo, the ARYA Initial Shareholders and certain investors, which shall be effective as of the closing of the Business Combination and which shall be substantially in the form attached hereto asAnnex E.

“IRS” means the U.S. Internal Revenue Service.

“Management Members” means certain members of management of Immatics as set forth in the Schedules.

“Matching Stock Options” means the two (2) options to purchase one (1) TopCo Share each, with an exercise price equal to $10 (or higher, as necessary to comply with Section 409A of the U.S. Tax Code), granted by TopCo under the TopCo Equity Plan for each TopCo Share purchased by each holder of Vested Immatics SAR reinvesting a portion of his or her SAR Cash Proceeds.

“Mergers” means, collectively, the First Merger and the Second Merger.

“Morrow” means Morrow Sodali LLC, proxy solicitor to ARYA.

“NASDAQ” means NASDAQ Stock Market LLC.

“Other Founder” means aco-founder of Immatics US affiliated with University of Texas MD Anderson Cancer Center.

“Participating Shareholders” means each of the shareholders of Immatics that duly executed and delivered the Shareholder Undertaking (as defined in the Business Combination Agreement) agreeing to participate in the transaction prior to Closing.

“Perceptive” means Perceptive Advisors LLC and, where applicable, its affiliates.

“PIPE Financing” means the private placement of 10,415,000 TopCo Shares to the PIPE Investors pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, for gross proceeds to TopCo in an aggregate amount of approximately $104,150,000, pursuant to the Subscription Agreements.

“PIPE Investors” means the investors (including the Sponsor PIPE Entity) in the PIPE Financing pursuant to the Subscription Agreements.

“Plan of First Merger” means, in connection with the First Merger, the plan of merger between ARYA and ARYA Merger Sub in the form tabled at the General Meeting, which will be substantially in the form attached hereto asAnnex B.

“Plans of Merger” means, collectively, the Plan of First Merger and the Plan of Second Merger.

“Plan of Second Merger” means, in connection with the Second Merger, the plan of merger between the First Surviving Company and IB Merger Sub in the form tabled at the General Meeting, which will be substantially in the form attached hereto asAnnex C.

“Private Placement Warrants” means the warrants held by ARYA Sponsor that were issued to ARYA Sponsor in a private placement at the time of the ARYA IPO, each of which is exercisable for one Class A Share at an exercise price of $11.50 per share.

“public shareholders” means holders of public shares, including the ARYA Initial Shareholders and the directors and officers of ARYA to the extent they hold public shares,provided, that any of the ARYA Initial Shareholders or the directors and officers of ARYA will be considered a “public shareholder” only with respect to any public shares held by them.

“public shares” means Class A Shares included in the units issued in the ARYA IPO.

“SEC” means the United States Securities and Exchange Commission.

“Second Merger” means the merger of ARYA into IB Merger Sub, with IB Merger Sub as the surviving entity.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Sponsor Letter Agreement” means the letter agreement, dated as of March 17, 2020, by and between the ARYA Initial Shareholders, TopCo and ARYA, attached hereto asAnnex F.

“Sponsor PIPE Entity” means the entity that is an affiliate of ARYA Sponsor that is invested in the PIPE Financing.

“Subscription Agreements” means those certain subscription agreements entered into on March 17, 2020, among ARYA, TopCo and the PIPE Investors named therein relating to the PIPE Financing.

“TopCo” means Immatics B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that will, at or prior to consummation of the Business Combination, be converted into a Dutch public limited liability company (naamloze vennootschap) and will change its name to Immatics N.V., and, unless the context otherwise requires, includes its consolidated subsidiaries for periods following the Business Combination.

“TopCoArticles of Association” means the articles of association of TopCo, to be effective as of the consummation of the Business Combination, which are attached hereto asAnnex D.

“TopCoBoard” means the TopCo Supervisory Board and the TopCo Management Board and, from and after the First Anniversary of Closing, the board of directors of TopCo.

“TopCo Director” means a TopCo Executive Director or a TopCoNon-Executive Director.

“TopCo Equity Plan” means the omnibus equity incentive plan of TopCo to be approved and adopted by the board of directors and shareholder(s) of TopCo, in consultation with Immatics and ARYA, to be effective prior to the closing date of the Business Combination.

“TopCo Management Board” means the TopCo management board until the First Anniversary of Closing.

“TopCo Managing Director” means a member of the TopCo Management Board.

“TopCo Executive Director” means an executive member of the TopCo Board.

“TopCoNon-Executive Director” means anon-executive member of the TopCo Board.

“TopCo Financing Preferred Shares” means the cumulative preferred shares, nominal value €0.01 per share, of TopCo.

“TopCoPublic Warrants” means warrants to acquire TopCo Shares on substantially equivalent terms and conditions as the ARYA Public Warrants.

“TopCoShares” means the ordinary shares, nominal value €0.01 per share, of TopCo.

“TopCo Supervisory Board” means the board of directors of TopCo after First Anniversary of Closing.

“TopCo Supervisory Director” means a member of the TopCo Supervisory Board.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of ARYA that holds the proceeds from the ARYA IPO and certain of the proceeds from the sale of the Private Placement Warrants.

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“Trust Agreement” means the Investment Management Trust Account Agreement, dated October 10, 2018, between ARYA and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Unvested Immatics SAR” means, solely with respect to Immatics SARs held by Active Employees and Management Members, any Immatics SARs that would vest on or after January 1, 2021.

“Vested Immatics SAR” means: (a) with respect to Immatics SARs held by Former Employees and formernon-employee service providers, any Immatics SARs that vested as of such Former Employee’s termination of service relationship with Immatics; and (b) with respect to Immatics SARs held by Active Employees, Management Members and the Other Founder, any Immatics SARs that have vested or would vest by December 31, 2020 in accordance with their terms as of the date hereof.

“Warrant Agreement” means the Warrant Agreement, dated as of October 10, 2018, between ARYA and the Trustee.

Unless otherwise specified, all share calculations assume: (i) no exercise of redemption rights by public shareholders; (ii) prior to the consummation of the Business Combination, no inclusion of the 13,140,625 Class A Shares issuable upon the exercise of 7,187,500 ARYA Public Warrants or 5,953,125 Private Placement Warrants; (iii) after the consummation of the Business Combination, no inclusion of the 7,187,500 TopCo Shares issuable upon the exercise of 7,187,500 TopCo Public Warrants; (iv) Participating Shareholders represent 100% of the issued and outstanding shares of Immatics and there are no “change of control” payments made or required to be made by Immatics; (v) the recipients of cash proceeds from the conversion of Immatics’ stock appreciation rights who are required or permitted to reinvest such proceeds into TopCo in exchange for TopCo Shares willre-invest such proceeds as set forth in the Business Combination Agreement; (vi) the options issued to holders of Immatics’ stock appreciation rights that would vest on or after January 1, 2021, as contemplated by the Business Combination Agreement, are exercised in accordance with their terms and the dilutive effect of such options are calculated using the Treasury Stock Method; and (vii) no inclusion of the TopCo Shares available for issuance under the TopCo Equity Plan (other than the treatment of Unvested Immatics SARs noted in clause (vi)).

For more information about factors that affect the assumptions above, please see the section entitled “The Business Combination — Ownership of TopCo.”

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the General Meeting and the proposals to be presented at the General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to ARYA shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held on June 29, 2020 at 9:00 a.m., New York City time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022.

These transactions are collectively referred to as the Business Combination. You are being asked to vote on the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus asAnnex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

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It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then ARYA will not consummate the Business Combination. If ARYA does not consummate the Business Combination and fails to complete an initial business combination by October 10, 2020, ARYA will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its public shareholders.

ARYA has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. ARYA has sought to acquire companies that: have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as ARYA’s industry relationships and expertise; are ready to be public, with strong management, corporate governance and reporting policies in place; will likely be well received by public investors and are expected to have good access to the public capital markets; have significant embedded and/or underexploited growth opportunities; exhibit unrecognized value or other characteristics that ARYA believes have been misevaluated by the market based on its rigorous analysis and scientific and business due diligence review; and will offer attractive risk-adjusted equity returns for ARYA shareholders.

Based on its due diligence investigations of Immatics and the industry in which it operates, including the financial and other information provided by Immatics in the course of negotiations, ARYA believes that Immatics meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination — The ARYA Board’s Reasons for the Business Combination” for additional information.

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TopCo intends to apply to list the TopCo Shares and TopCo Public Warrants on NASDAQ under the symbols “IMTX” and “IMTXW,” respectively, upon the closing of the Business Combination. We cannot assure you that the TopCo Shares or TopCo Public Warrants will be approved for listing on NASDAQ. In addition, TopCo will be a “foreign private issuer” and as a “foreign private issuer,” TopCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that TopCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. TopCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. As a foreign private issuer, TopCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the TopCo Shares and TopCo Public Warrants. See “Risk Factors—As a foreign private issuer , TopCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the TopCo Shares and TopCo Public Warrants.”

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Upon the closing of the Business Combination, TopCo will be governed through atwo-tier board structure which consists of a supervisory board and a management board. The Management Board consists of one Managing Director and the Supervisory Board consists of six Supervisory Directors:

Pursuant to the Business Combination Agreement, on the one year anniversary of the consummation of the Business Combination, the TopCo Board will automatically convert into a single-tiered board of directors comprised of nine members and divided into three classes, with each director serving a staggered, three-year term. The Supervisory Directors will retain their designated class upon the transition to the one-tier board.

For an explanation of the roles and responsibilities at each tier of our two-tierd board of directors, please see the section entitled “Management ofTopCoAfter the Business Combination”.

Pursuant to the Sponsor Letter Agreement, ARYA Sponsor will forfeit its Private Placement Warrants for no consideration and such Private Placement Warrants will be cancelled.

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The ownership percentages with respect to TopCo following the Business Combination do not take into account the warrants to purchase TopCo Shares that will remain outstanding immediately following the Business Combination, but do include Founder Shares, which will immediately be exchanged for an equivalent number of TopCo Shares at the closing of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in TopCo will be different. For more information, please see the sections entitled “The Business Combination — Ownership ofTopCo” and “Unaudited Pro Forma Condensed CombinedFinancial Information.”

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The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, an ARYA shareholder’s failure to vote by proxy or to vote in person at the General Meeting will not be counted towards the number of ARYA Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Brokernon-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Adjournment Proposal.

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These interests may influence the ARYA Board in making its recommendation that you vote in favor of the approval of the Business Combination.

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If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of holders of at leasttwo-thirds of ARYA Ordinary Shares that are entitled to vote and are voted at the General Meeting, then the Business Combination Proposal will fail and ARYA will not consummate the Business Combination. If ARYA does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 10, 2020. If ARYA fails to complete an initial business combination by October 10, 2020, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

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Class B Shares cannot be redeemed.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in the ARYA IPO) for or against the Business Combination restricted.

ARYA has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by ARYA public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $148,712,946.25 as of June 8, 2020. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the Aggregate PIPE Proceeds (net of any unpaid ARYA Expenses as defined in the Business Combination Agreement) being at least $150,000,000. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by ARYA’s public shareholders, this condition is not met or is not waived, then each of ARYA and Immatics may elect not to consummate the Business Combination. In addition, in no event will ARYA redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the ARYA amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

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Continental Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

You do not have to be a record date holder in order to exercise your redemption rights. ARYA shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is ARYA’s understanding that ARYA shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, ARYA does not have any control over this process and it may take longer than two weeks. ARYA shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

ARYA shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option.The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold ARYA Public Units registered in your own name, you must deliver the certificate for such ARYA Public Units to the Transfer Agent with written instructions to separate such ARYA Public Units into Class A Shares and ARYA Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the ARYA Public Units.

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If a broker, dealer, commercial bank, trust company or other nominee holds your ARYA Public Units, you must instruct such nominee to separate your ARYA Public Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of ARYA Public Units to be split and the nominee holding such ARYA Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Class A Shares and ARYA Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the ARYA Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your ARYA Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

However, ARYA believes it is a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes and, if certain proposed Treasury Regulations are finalized in their current form, U.S. Holders may be required to recognize gain as a result of the Business Combination except, with respect to Class A Shares (but not ARYA Public Warrants), if a U.S. Holder makes (or has made) certain elections discussed further below.

In addition, Section 367(a) of the U.S. Tax Code and the Treasury Regulations promulgated thereunder, in certain circumstances may impose additional requirements for certain U.S. Holders to qualify fortax-deferred treatment with respect to the exchange of Class A Shares and/or ARYA Public Warrants in the Business Combination.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, including the application of the PFIC rules and Section 367(a) of the U.S. Tax Code, see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders —Tax Consequences of the Mergers to U.S. Holders.” If you are a U.S. Holder exchanging Class A Shares or ARYA Public Warrants in the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

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With respect to the First Merger, (i) NASDAQ is a recognized stock exchange and is a national securities exchange, (ii) ARYA shareholders will receive shares of the surviving company and (iii) immediately following receipt of shares of the surviving company, ARYA shareholders will then exchange such shares for TopCo Shares that will be listed on NASDAQ. Accordingly, Dissenter Rights will not be available in respect of the First Merger. The absence of Dissenter Rights does not impede a shareholder’s ability to exercise such shareholder’s redemption rights as outlined in the ARYA amended and restated memorandum and articles of association.

Appraisal rights are not available to holders of Immatics Shares in connection with the Business Combination.

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If ARYA does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 10, 2020. If ARYA fails to complete an initial business combination by October 10, 2020, then ARYA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem ARYA public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish ARYA public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ARYA’s remaining shareholders and the ARYA Board, dissolve and liquidate, subject in the case of (ii) and (iii) to ARYA’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the ARYA IPO. Please see the section entitled “Risk Factors — Risks Related to ARYA” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the ARYA Public Warrants and Private Placement Warrants, which will expire worthless if ARYA fails to complete an initial business combination by October 10, 2020.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement andAncillary Documents— Conditions to Closing of the Business Combination.”

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Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York City time, on June 26, 2020.

Voting in Person at the Meeting. If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the General Meeting and vote in person, you will need to bring to the General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “General Meeting of ARYA Shareholders.”

We intend to hold the General Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our proxy websitehttps://www.cstproxy.com/aryasciencesacquisitioncorp/2020, and we encourage you to check this website prior to the meeting if you plan to attend.

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ARYA Sciences Acquisition Corp.

51 Astor Place, 10th Floor

New York, New York 10003

(212)284-2300

Attention: Michael Altman, Chief Financial Officer

Email: michael@perceptivelife.com

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You may also contact the proxy solicitor for ARYA at:

Morrow Sodali

470 West Avenue, 3rd Floor

Stamford, Connecticut 06902

Individuals, please call toll-free: (800)662-5200

Banks and brokerage, please call: (203)658-9400

Email: ARYA.info@investor.morrowsodali.com

To obtain timely delivery, ARYA shareholders must request the materials no later than June 22, 2020, or five business days prior to the General Meeting.

You may also obtain additional information about ARYA from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the Transfer Agent prior to the General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled“General Information,” in evaluating the Business Combination and the proposals to be voted on at the General Meeting. Certain of the following risk factors apply to the business and operations of Immatics and will also apply to the business and operations of TopCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of TopCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by TopCo, ARYA and Immatics which later may prove to be incorrect or incomplete. TopCo, ARYA and Immatics may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.

Risks Related to Immatics’ Financial Position and Need for Additional Capital

Immatics has a history of operating losses; Immatics expects to continue to incur losses and Immatics may never be profitable.

Immatics is a clinical-stage biopharmaceutical company active in the development and discovery of potential T cell redirecting immunotherapies for the treatment of cancer. Immatics does not have products approved for commercial sale and has not generated revenue from operations. Immatics has incurred net losses in each year since its inception in 2000, including consolidated net losses of €32.5 million and €32.4 million for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, Immatics had accumulated consolidated losses of €233.2 million. Immatics does not expect to generate any meaningful product sales or royalty revenues for the foreseeable future. Immatics expects to incur significant additional operating losses in the future as it expands its development and clinical trial activities in support of demonstrating the effectiveness of its products.

Immatics’ ability to achieve long-term profitability is dependent upon obtaining regulatory approvals for its products and successfully commercializing its products alone or with third parties. However, its operations may not be profitable even if any of its products under development are successfully developed and produced and thereafter commercialized.

Immatics will need additional financing to fund its operations and complete the development and commercialization of its various product candidates, and if Immatics is unable to obtain such financing, it may be unable to complete the development and commercialization of its product candidates. Raising additional capital may cause dilution to Immatics’ existing shareholders, restrict its operations or require it to relinquish rights to its technologies or product candidates.

Immatics’ operations have consumed substantial amounts of cash since inception. Immatics’ research and development and its operating costs have also been substantial and are expected to increase. While Immatics has been successful in the past in obtaining financing, it expects to continue to spend substantial amounts to continue the clinical development of its product candidates. As of December 31, 2019, Immatics had $133 million in cash and cash equivalents.

Accordingly, Immatics believes that its existing cash and cash equivalents will be sufficient to fund its operations until the third quarter of 2021 (excluding proceeds from the proposed transaction). With this level of funding Immatics plans to continue development of its clinical stage programs IMA201, IMA202, IMA203, and IMA101, the development of its preclinical stage programs IMA204, IMA401 and IMA402, and to perform further

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technology advancement and research activities that may lead to new product candidates. For details, please see the section entitled “Business of Immatics and Certain Information about Immatics”. It is difficult to estimate how far into the development of the current product candidates Immatics will reach with the current level of funding. However, in order to complete the development of its current product candidates, and in order to effectuate its business plan, Immatics anticipates that it will have to spend more than the funds currently available to Immatics (including proceeds from the proposed transaction). Additional funding will be required for all programs, including clinical and preclinical programs, prior to market approval and commercialization. Furthermore, changing circumstances may cause Immatics to increase its spending significantly faster than it currently anticipates, and it may require additional capital for the further development and commercialization of its product candidates and may need to raise additional funds sooner if it chooses to expand more rapidly than it presently anticipates. Moreover, Immatics’ fixed expenses such as rent, minimum payments to its contract manufacturers, and other contractual commitments, including those for its research collaborations, are substantial and are expected to increase in the future.

Immatics will need to obtain additional financing to fund its future operations, including completing the development and commercialization of its product candidates. Immatics’ future funding requirements will depend on many factors, including, but not limited to:

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Unless and until Immatics can generate a sufficient amount of revenue, it may finance future cash needs through public or private equity offerings, license agreements, debt financings, collaborations, strategic alliances and marketing or distribution arrangements. Additional funds may not be available when it needs them on terms that are acceptable to Immatics, or at all. Immatics has no committed source of additional capital and if it is unable to raise additional capital in sufficient amounts or on acceptable terms to Immatics, Immatics may be required to delay or reduce the scope of or eliminate one or more of its research or development programs or its commercialization efforts. Immatics’ current license and collaboration agreements may also be terminated if it is unable to meet its obligations to perform contractually agreed research and development work under those agreements. As a result, Immatics may seek to access the public or private capital markets whenever conditions are favorable, even if it does not have an immediate need for additional capital at that time.

To the extent that Immatics raises additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve certain restrictive covenants, such as limitations on Immatics’ ability to incur additional debt, limitations on its ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact its ability to conduct its business. If Immatics raises additional funds through strategic collaborations and alliances and licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies or product candidates, or grant licenses on terms unfavorable to Immatics.

Immatics has limited experience in operating its current business, which makes it difficult to evaluate its business plan and its prospects.

Immatics has only a limited operating history in its current line of business on which a decision to invest in its company can be based. The future of Immatics currently is dependent upon its ability to implement its business plan, as that business plan may be modified from time to time by its management and Supervisory Board. While Immatics believes that it has a reasonable business plan and research and development strategy, Immatics has only a limited operating history against which it can test its plans and assumptions, and investors therefore cannot evaluate the likelihood of its success based on previous experience.

Immatics faces the problems, expenses, difficulties, complications and delays normally associated with apre-commercial biopharmaceutical company, many of which are beyond its control. Accordingly, Immatics’ prospects should be considered in light of the risks, expenses and difficulties frequently encountered in the establishment of a new business developing technologies in an industry that is characterized by a number of market entrants and intense competition. Because of its size and limited resources, Immatics may not possess the ability to successfully overcome many of the risks and uncertainties frequently encountered bypre-commercial companies involved in the rapidly evolving field of immunotherapy. If its research and development efforts are successful, it may also face the risks associated with the shift from development to commercialization of new products based on innovative technologies. There can be no assurance that Immatics will be successful in developing and commercialization of its product candidates.

Immatics is substantially dependent on the success of its product candidates and cannot guarantee that these product candidates will successfully complete development, receive regulatory approval, or be successfully commercialized.

Immatics currently has no products approved for commercial sale. It has invested a significant portion of its efforts and financial resources in the development of its current product candidates and expects that it will continue to invest heavily in its current product candidates, as well as in any future product candidates it may

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develop. Immatics’ business depends entirely on the successful development and commercialization of its product candidates, which may never occur. Its ability to generate revenues in the future is substantially dependent on its ability to develop, obtain regulatory approval for, and then successfully commercialize its product candidates. Immatics currently generates no revenue from the sale of any products, and it may never be able to develop or commercialize a marketable product.

Immatics’ product candidates will require additional clinical andnon-clinical development, regulatory approval, commercial manufacturing arrangements, establishment of a commercial organization, significant marketing efforts, and further investment before it generates any revenue from product sales. Immatics cannot assure you that it will meet its timelines for its current or future clinical trials, which may be delayed or not completed for a number of reasons.

Immatics is not permitted to market or promote any of its product candidates before it receives regulatory approval from the FDA or comparable regulatory authorities in other countries, and Immatics may never receive such regulatory approval for any of its product candidates or regulatory approval that will allow it to successfully commercialize its product candidates. If Immatics does not receive regulatory approval with the necessary conditions to allow successful commercialization, and then successfully commercialize its product candidates, Immatics will not be able to generate revenue from those product candidates in the United States or other countries in the foreseeable future, or at all. Any significant delays in obtaining approval for and commercializing its product candidates will have a material adverse impact on its business and financial condition.

Immatics has not previously submitted a biologics license application (“BLA”) to the FDA, or similar marketing application to comparable foreign authorities, for any product candidate, and Immatics cannot be certain that its current or any future product candidates will be successful in clinical trials or receive regulatory approval.

Immatics’ product candidates are susceptible to the risks of failure inherent at any stage of product development, including the appearance of unexpected adverse events or failure to achieve primary endpoints in clinical trials. Further, its product candidates may not receive regulatory approval even if they are successful in clinical trials.

Immatics will be unable to commercialize its products if its trials are not successful.

Its research and development programs are at an early stage. Immatics must demonstrate its products’ safety and effectiveness in humans through extensive clinical testing. Immatics may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of its products, including but not limited to the following:

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Clinical testing is very expensive, can take many years, and the outcome is uncertain. It could take several years before Immatics learns the results from any clinical trial using ACT or TCR Bispecifics. The data collected from Immatics’ clinical trials may not be sufficient to support approval by the FDA, EMA, or regulatory authorities in other countries of itsACT- or TCR Bispecifics-based product candidates for the treatment of tumors. The clinical trials for Immatics’ products under development may not be completed on schedule and the FDA, EMA or regulatory authorities in other countries may not ultimately approve any of its product candidates for commercial sale. If Immatics fails to adequately demonstrate the safety and effectiveness of any product candidate under development, it may not receive regulatory approval for those products, which would prevent it from generating revenues or achieving profitability.

Immatics’ Business and the Development, Regulatory Review and Approval of Its Product Candidates

The FDA regulatory pathways can be difficult to predict, and whether, for example, the FDA’s Accelerated Approval pathway is available or further unanticipated clinical trials are required will depend on the data obtained in Immatics’ ongoing clinical trials.

The regulatory approval pathway and the amount of time it takes Immatics to obtain regulatory approvals for its product candidates will depend on the data that are obtained in its ongoing clinical trials and any future clinical trials, including future registrational or pivotal clinical trials. Immatics may attempt to seek approval on a per indication basis for its product candidates on the basis of a single pivotal trial or on the basis of data from one or more uncontrolled trials. While the FDA requires in most cases two adequate and well-controlled pivotal clinical trials to demonstrate the efficacy of a product candidate, a single trial with strong confirmatory evidence may be sufficient in instances where the trial is a large multicenter trial demonstrating internal consistency and a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or prevention of a disease with a potentially serious outcome and if confirmation of the result in a second trial would be practically or ethically impossible. In rare cancer indications with very limited treatment options, a large and/or controlled trial is often not feasible and thus data from smaller and even uncontrolled trials may be sufficient for regulatory approval. Depending on the data Immatics obtains, the FDA or other regulatory authorities may require additional clinical trials to be carried out or further patients to be treated prior to the granting of any regulatory approval for marketing of its product candidates. It is difficult for Immatics to predict with such a novel technology exactly what will be required by the regulatory authorities in order to take its product candidates to market or the timeframes under which the relevant regulatory approvals can be obtained.

The FDA has various programs that are intended to facilitate and expedite development and review of new drugs to address unmet medical need in the treatment of serious or life-threatening conditions. These expedited programs help ensure that therapies for serious conditions are available as soon as it can be concluded that the therapies’ benefits justify their risks, taking into account the seriousness of the condition and the availability of alternative treatment. These programs include Breakthrough Therapy designation, Fast Track designation, Accelerated Approval, and Priority Review designation. Depending on the data that is obtained by Immatics in its current and future clinical trials for its wholly owned product candidates, Immatics may seek Breakthrough Therapy or Fast Track designation, Priority Review, or Accelerated Approval from the FDA for its product candidates and equivalent accelerated approval procedures in other countries. However, given the novel nature of its product candidates, it is difficult for Immatics to predict or guarantee whether the FDA or other regulatory authorities will approve such requests or what further clinical or other data may be required to support an application for such accelerated approval procedures. Even if Immatics obtains Breakthrough Therapy designation, the FDA may decide to rescind the designation if, for example, the designation is no longer supported by clinical data obtained after designation.

The process of obtaining marketing approvals, both in the United States and abroad, is expensive, may take many years if additional clinical trials are required, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. For example, clinical trials may be required in pediatric populations before any marketing approval can be obtained, which can

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be time-consuming and costly. Changes in marketing approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. The FDA and foreign regulatory authorities also have substantial discretion in the drug and biologics approval processes. The number and types of preclinical programs and clinical trials that will be required for regulatory approval varies depending on the product candidate, the disease or condition that the product candidate is designed to address, and the regulations applicable to any particular product candidate. Approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, and there may be varying interpretations of data obtained from preclinical programs or clinical trials, either of which may cause delays or limitations in the approval or the decision not to approve an application. In addition, approval of Immatics’ product candidates could be delayed or refused for many reasons, including the following:

It is possible that no product candidates will ever obtain the appropriate regulatory approvals necessary to commercialize one of Immatics’ ACT and TCR Bispecific therapies. Any delay in obtaining, or failure to obtain, required approvals would materially adversely affect Immatics’ ability to generate revenue from the particular product candidate, which would result in significant harm to its business.

Immatics is subject to extensive regulation, and the regulatory approval processes in the U.S., Europe and other countries or regions are costly, lengthy and time-consuming. Immatics may also experience significant delays in the regulatory approval of its product candidates.

Immatics’ potential products, cell processing and manufacturing activities, are subject to comprehensive regulation by the FDA in the United States and by comparable authorities in other countries. The process of obtaining FDA and other required regulatory approvals, including foreign approvals, is expensive and often takes many years and can vary substantially based upon the type, complexity and novelty of the products involved.

Immatics has not previously submitted a BLA to the FDA, or similar approval submissions to comparable foreign authorities. A BLA must include extensive preclinical and clinical data and supporting information to establish that the product candidate meets the prescribed requirements of safety, purity and potency for each desired indication. The BLA must also include detailed information regarding the chemistry, manufacturing and

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controls for the product. International marketing authorization applications equivalent to a BLA must contain similar types of data and information. Immatics expects the novel nature of its product candidates to create additional challenges in obtaining regulatory approval. For example, the FDA has limited experience with commercial development of T cell directed therapies for cancer. Accordingly, the regulatory approval pathway for its product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained. Requirements and requests for additional information can occur for any clinical trial of any of Immatics’ product candidates. Such request can result in delays of the start of Immatics’ clinical trials or in clinical holds being imposed on ongoing trials, and there is no guarantee that the FDA will not continue to require further or additional information ahead of permitting any trial to proceed, whether from Immatics’ collaborators or from Immatics.

If Immatics violates regulatory requirements at any stage, whether before or after marketing approval is obtained, Immatics may face a number of regulatory consequences, including refusal to approve pending applications, license suspension or revocation, withdrawal of an approval, imposition of a clinical hold or termination of clinical trials, warning letters, untitled letters, modification of promotional materials or labeling, provision of corrective information, imposition of post-marketing requirements and commitments including the need for additional testing, imposition of distribution or other restrictions under a Risk Evaluation and Mitigation Strategy (“REMS”), product recalls, product seizures or detentions, refusal to allow imports or exports, total or partial suspension of production or distribution, FDA debarment, injunctions, fines, consent decrees, corporate integrity agreements, debarment from receiving government contracts, and new orders under existing contracts, exclusion from participation in federal and state healthcare programs, restitution, disgorgement, or civil or criminal penalties, including fines and imprisonment, and adverse publicity, among other adverse consequences. Additionally, Immatics may not be able to obtain the labeling claims necessary or desirable for the promotion of its products.

Immatics or its collaborators could also encounter delays if physicians encounter unresolved ethical issues associated with enrolling patients in clinical trials of its product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be suspended or terminated by Immatics or a collaborator, Institutional Review Boards (IRBs) for the institutions in which such trials are being conducted or by responsible Ethics Committees (ECs), the Data Monitoring Committee for such trial, or by the FDA or other regulatory authorities due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or Immatics’ clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. If Immatics or its collaborators experience termination of, or delays in the completion of, any clinical trial of its product candidates, the commercial prospects for its product candidates will be harmed, and Immatics’ ability to generate product revenue will be delayed. In addition, any delays in completing its clinical trials will increase Immatics’ costs, slow its product development and approval process and jeopardize its ability to commence product sales and generate revenue.

Additionally, Immatics has limited experience in conducting clinical trials with adoptive cellular therapies and T cell engaging biologics and in conducting clinical trials through to regulatory approval. Because of this lack of experience, Immatics cannot be certain that planned clinical trials will begin or be completed on time, if at all. Large-scale trials would require significant additional financial and management resources, and reliance on third-party clinical investigators, contract research organizations (“CROs”), or consultants.

Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may ultimately lead to the denial of regulatory approval of Immatics’ product candidates.

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Immatics is subject to manufacturing risks that could substantially increase its costs and limit supply of its products. The manufacture of Immatics’ product candidates is complex, and Immatics may encounter difficulties in production, particularly with respect to process development, quality control, upscaling orscaling-out of its manufacturing capabilities. If Immatics, or any of its third-party manufacturers encounter such difficulties, Immatics’ ability to provide supply of its product candidates for clinical trials or its products for patients, if approved, could be delayed or stopped, or it may be unable to maintain a commercially viable cost structure.

Immatics’ product candidates are cellular products or biologics and the process of manufacturing its products is complex, highly regulated and subject to multiple risks.

The manufacture of Immatics’ cellular product candidates involves complex processes, including, for example, for ACTengine genetically modified autologous T cell products (IMA201, IMA202, IMA203, and IMA204), harvesting and transporting blood cells from every patient for T cell isolation, engineering of the T cells to express a specific T cell receptor for a tumor target,ex vivo multiplying the T cells to obtain the desired cell numbers for the dose, and finally transporting of the T cell product back to the patient for infusing the modified T cells back into the same patient. As a result of the complexities, the cost to manufacture cellular products per dose is generally higher than traditional small molecule chemical compounds or biologics, and the manufacturing process is less reliable, more variable and is more difficult to reproduce. Immatics’ manufacturing process may be susceptible to product loss or failure due to logistical issues associated with the collection of patients’ blood cells, shipping such material to the manufacturing site, shipping the final product back to the patient, and infusing the patient with the product. Product loss or failure may also be caused by manufacturing issues associated with the variability in patient starting material especially from heavily treated cancer patients, interruptions in the manufacturing process, contamination, equipment failure, assay failures, improper installation or operation of equipment, vendor or operator error, inconsistency in cell growth, and variability in product characteristics. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects, and other supply disruptions. If for any reason Immatics loses a patient’s starting material, or any intermediate product at any point in the process, or if any product does not meet the preset specifications, the manufacturing process for that patient will need to be restarted, sometimes includingre-collection of blood cells from the patient, and the resulting delay may adversely affect that patient’s outcome. It may even happen, that failed product manufacture may prevent a patient from getting a T cell product. If microbial, environmental or other contaminations are discovered in Immatics’ product candidates or in the manufacturing facilities in which its product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. If such contaminations or other product quality issues are not discovered and if as a result thereof patients are exposed to a health risk, Immatics may be held liable. Its insurance may not cover those cases, or the financial coverage may not be sufficient.

Because its ACTengine cellular product candidates are manufactured specifically for each individual patient, Immatics will be required to maintain a chain of identity with respect to the patient’s cellular material as it moves from the patient to the manufacturing facility, through the manufacturing process, and back to the patient. Maintaining such a chain of identity is difficult and complex, and failure to do so could result in adverse patient outcomes, loss of product, or regulatory action including withdrawal of Immatics’ products from the market. Further, as product candidates are developed through preclinical to late stage clinical trials towards approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods, are altered along the way to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives, and any of these changes could cause Immatics’ product candidates to perform differently and affect the results of planned clinical trials or other future clinical trials or otherwise necessitate the conduct of additional studies, including bridging clinical trials, which can be costly and time-consuming.

Currently, Immatics’ cellular product candidates are manufactured using processes developed or modified by Immatics but based on current industry standards and are designed to deliver a clinical proof of concept (“PoC”). Immatics has selected an open process as the manufacturing process for early stage clinical trials through PoC. However, Immatics is currently developing a second-generation process that is closed, partially automated and viable for advanced clinical trials through product registration, and all ongoing and future company-sponsored

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clinical trials. Although Immatics believes that the 2^nd generation process is commercially viable, there are risks associated with scaling to the level required for advanced clinical trials or commercialization, including, among others, cost overruns, potential problems with process upscaling,scale-out, process reproducibility, technology transfer, stability issues, lot consistency, and timely availability of raw materials. This includes potential risks associated with FDA not agreeing with all of the details of Immatics’ validation data or its potency assay for its Phase 1 or future Phase 2 clinical trials. Furthermore, some of Immatics’ contract manufacturing organizations (“CMOs”) may not be able to establish comparability of their products with the ACT products used in Immatics’ Phase 1 or future Phase 2 clinical trials or may not be fully validated prior to starting its pivotal or registration clinical trial. As a result of these challenges, Immatics may experience delays in its clinical development and/or commercialization plans. It may ultimately be unable to reduce the cost of goods for its product candidates to levels that will allow for an attractive return on investment if and when those product candidates are commercialized.

Immatics manufacturing capabilities for its allogenic cellular therapy product candidate IMA301 are still in the process of being developed. Immatics may not successfully establish a robust production process that fulfills the requirements of the FDA and other regulatory authorities. If Immatics fails to establish such a manufacturing process, it may not be able commence clinical trials in IMA301 or clinical trials may be delayed. Immatics also cannot guarantee that the production process it is currently developing for IMA301 is viable and can be effectively scaled up or transferred to an CMO for later phase clinical testing and commercialization. For example, there is insufficient experience in the field regarding vectors for transduction of thegd T cells used to manufacture IMA301. If it turns out that Immatics cannot generate a suitable andGMP-compliant vector, the IMA301 manufacturing process may be endangered. If Immatics fails to develop a process that can be used throughout the life cycle of the product candidate, commercialization of IMA301 may be delayed or may not occur.

Manufacturing of TCR Bispecifics, such as IMA401, IMA402 and potential future product candidates, is susceptible to product loss due to contamination, equipment failure or improper installation or operation of equipment, vendor or operator error, inconsistency in yields, issues with purity, variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could result in reduced production yields, inacceptable purity, product defects, loss of production batches and other supply disruptions. In such cases, Immatics’ development program may experience major delays and it may have to produce a new batch of a given TCER. This will be costly and will delay Immatics’ TCER development program. In particular, production of a new GMP batch may be time-consuming, as it relies on the availability of facilities with GMP capabilities at Immatics’ CMO, and such facilities must be booked far in advance. Immatics may also experience failure of production of the master cell bank that is used to produce its TCER molecules. For example, missing clonality of the cell line ornon-sterility of the cell bank may require production of a new master cell bank which would be associated with additional costs and delays.

Any failure to follow current Good Manufacturing Practice (“cGMP”) or other regulatory requirements or any delay, interruption or other issues that arise in the manufacture, fill and finish, packaging, or storage of Immatics’ product candidates as a result of a failure of its facilities or the facilities or operations of third parties to comply with regulatory requirements or pass any regulatory authority inspection could significantly impair Immatics’ ability to develop and commercialize its product candidates, including leading to significant delays in the availability of drug product for its clinical trials or the termination or hold on a clinical trial, or the delay or prevention of a filing or approval of marketing applications for its product candidates.

Immatics’ TCR Bispecific product candidates that have been produced and are stored for later use may degrade, become contaminated or suffer other quality defects, which may cause the affected product candidates to no longer be suitable for their intended use in clinical trials or other development activities. If the defective product candidates cannot be replaced in a timely fashion, Immatics may incur significant delays in its development programs that could adversely affect the value of such product candidates.

In September 2015, Immatics entered into a lease agreement with the UTH facility in Houston, Texas for clinical production of ACT products, including Immatics’ product candidates IMA101, IMA201, IMA202, and IMA203 for clinical trials, and it also intends to manufacture IMA204, IMA301 and potentially also future cellular therapy

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product candidates in this facility once INDs or CTAs have been approved for these product candidates, especially for early stage clinical trials, by the respective regulatory bodies. Immatics would expect that development and construction of its own manufacturing facility would provide it with enhanced control of material supply for both clinical trials and the commercial market, enable a more efficient implementation of process changes, and allow for better long-term margins. However, Immatics has no experience as a company in developing a large manufacturing facility, and Immatics may not be successful in finalizing the development of its own manufacturing facility or capability. Immatics may establish multiple manufacturing facilities as it expands its commercial footprint to multiple geographies, which may lead to regulatory delays or prove costly. Even if Immatics is successful, its manufacturing capabilities could be affected by cost-overruns due to idle capacity, unexpected delays, equipment failures, labor shortages, natural disasters, epidemics, power failures, and numerous other factors that could prevent it from realizing the intended benefits of its manufacturing strategy and have a material adverse effect on Immatics’ business. The manufacture of cell therapy products requires significant expertise and capital investment, including the development of advanced manufacturing techniques and process controls. Manufacturers of cell therapy products often encounter difficulties in production, particularly in scaling up initial production. These problems include difficulties with production costs and yields, quality control, including stability, patient to patient variability of the product candidate and quality assurance testing, shortages of qualified personnel, and compliance with strictly enforced federal, state, local and foreign regulations.

Any problems or delays Immatics or its CMOs experience in preparing for commercial scale manufacturing of a cell therapy or biologic product candidate or component may result in a delay in the FDA approval of the product candidate or may impair Immatics’ ability to manufacture commercial quantities or such quantities at an acceptable cost, which could result in the delay, prevention, or impairment of clinical development and commercialization of its product candidates and could adversely affect its business. Furthermore, if Immatics or its commercial manufacturers fail to deliver the required commercial quantities or supply of its product candidates on a timely basis and at reasonable costs, Immatics would likely be unable to meet demand for its products, and it would lose potential revenues.

In addition, the manufacturing process and facilities for any products that Immatics may develop is subject to FDA and/or foreign regulatory authority approval processes, and Immatics or its CMOs will need to meet all applicable regulatory authority requirements, including cGMP and current Good Tissue Practices (“cGTP”) requirements, on an ongoing basis, including requirements pertaining to quality control, quality assurance, and the maintenance of records and documentation. The FDA and other regulatory authorities enforce these requirements through facility inspections. Manufacturing facilities must be approved by the FDA pursuant to inspections that will be conducted after Immatics submits its marketing applications. Manufacturers are also subject to continuing FDA and other regulatory authority inspections following marketing approval. Further, Immatics, in cooperation with its CMOs, must supply all necessary chemistry, manufacturing, and control documentation in support of a BLA on a timely basis.

Immatics, or its CMOs’ manufacturing facilities, may be unable to comply with Immatics’ specifications, cGMP and cGTP requirements, and with other FDA, state, and foreign regulatory requirements. Poor control of production processes can lead to the introduction of adventitious agents or other contaminants, or to inadvertent changes in the properties or stability of product candidates that may not be detectable in final product testing. If Immatics or its CMOs are unable to reliably produce products to specifications acceptable to the FDA or other regulatory authorities, or in accordance with the strict regulatory requirements, Immatics may not obtain or maintain the approvals it needs to commercialize such products. Even if Immatics obtains regulatory approval for any of its product candidates, there is no assurance that either Immatics or its CMOs will be able to manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential launch of the product, or to meet potential future demand. Deviations from manufacturing requirements may further require remedial measures that may be costly and/or time-consuming for Immatics or a third party to implement and may include the temporary or permanent suspension of a clinical trial

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or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed upon Immatics or third parties with whom it contracts could materially harm Immatics’ business.

Even to the extent Immatics uses and continues to use CMOs, it is ultimately responsible for the manufacture of its products and product candidates. A failure to comply with these requirements may result in regulatory enforcement actions against Immatics’ manufacturers or Immatics, including fines and civil and criminal penalties, which could result in imprisonment, suspension or restrictions of production, suspension, injunctions, delay or denial of product approval or supplements to approved products, clinical holds or termination of clinical trials, warning or untitled letters, regulatory authority communications warning the public about safety issues with the biologic, refusal to permit the import or export of the products, product seizure, detention, or recall, operating restrictions, suits under the civil False Claims Act (“FCA”), corporate integrity agreements, consent decrees, or withdrawal of product approval.

Challenges Immatics may face could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of its product candidates, impair commercialization efforts, increase its cost of goods, cause a lack of patient participation in clinical trials and have an adverse effect on its business, financial condition, results of operations and growth prospects.

Immatics is engaged in preclinical development to identify, generate and characterize new product candidates for potential clinical development. Drug development is expensive, time-consuming and it is uncertain that such development programs will lead to new drug candidates that may continue to be tested in clinical trials and receive regulatory approval.

A significant portion of Immatics’ research activities focus on the identification, generation and characterization of new product candidates. These activities are expensive, time-consuming and costly, and may never lead to a product candidate that shows appropriate safety and efficacy data in preclinical studies to enter clinical development. This means that success from research and development is uncertain, early programs may not reach clinical development and Immatics may never produce revenues from its preclinical development activities. If the target criteria for a product candidate are not met, Immatics may also decide to prolong preclinical development to improve the profile of a product candidate. In addition, if new treatment options are approved for the same indications as Immatics’ preclinical product candidates, Immatics may discontinue such early development programs.

The targets addressed by IMA201, IMA202, IMA203, IMA301, IMA401, IMA402 belong to the class of cancer testis antigens that are well-established immunotherapy targets. Future targets for product development may not belong to well-known target proteins and generation of such product candidates may be challenging. For example, IMA204 is directed against a tumor stroma target. Immatics is not aware of a comparable product candidate currently in preclinical or clinical development. Immatics may find out during preclinical development that targets like the one addressed by IMA204 cannot be safely addressed by immunotherapy. Immatics cannot guarantee that it will be able to show safety and efficacy for product candidates addressing new target classes like the one addressed by IMA204, and Immatics may not be able to enter clinical testing with or to successfully market IMA204 or similar future product candidates.

Development of a product candidate intended for use in combination with an already approved product may present more or different challenges than development of a product candidate for use as a single agent.

Immatics is currently developing IMA201, IMA202, IMA203, IMA204, IMA101, IMA301, IMA401, and IMA402. Immatics and its collaborators are also studying or intending to study ACT product candidates and TCR Bispecifics product candidates along with other products, such as checkpoint inhibitor immunotherapies. The development of product candidates for use in combination with another product may present challenges. For example, the FDA may require Immatics to use more complex clinical trial designs, in order to evaluate the contribution of each product and product candidate to any observed effects. It is possible that the results of these

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trials could show that most or any positive results are attributable to the already approved product. Moreover, following product approval, the FDA may require that products used in conjunction with each other be cross-labeled. To the extent that Immatics does not have rights to already approved products, this may require Immatics to work with another company to satisfy such a requirement. Moreover, developments related to the already approved products may impact its clinical trials for the combination as well as its commercial prospects should Immatics receive marketing approval. Such developments may include changes to the approved product’s safety or efficacy profile, changes to the availability of the approved product, and changes to the standard of care.

If Immatics encounters difficulties enrolling patients in its clinical trials, its clinical development activities could be delayed or otherwise adversely affected.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on Immatics’ ability to enroll a sufficient number of patients. Despite diligent planning of its clinical trials and analysis of their feasibility regarding patient recruitment, Immatics may experience difficulties, delays or inability in patient enrollment in its clinical trials for a variety of reasons, including:

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Immatics’ clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as its product candidates, and this competition will reduce the number and types of patients available to Immatics because some eligible patients may instead opt to enroll in a competitor’s trial. Because the number of qualified clinical investigators is limited, Immatics expects to conduct some of its clinical trials at the same clinical trial sites that some of its competitors use, which will reduce the number of patients who are available for its clinical trials at such clinical trial sites. Enrolling patients at the same sites as its competitors may compromise the quality and conclusiveness of Immatics’ clinical data by introducing bias. Moreover, because Immatics’ product candidates represent a departure from more commonly used methods for cancer treatment, potential patients and their doctors may be inclined to use conventional therapies, such as chemotherapy and approved immunotherapies, rather than enroll patients in any clinical trial. In addition, potential enrollees in Immatics’ ACT trials with IMA101, IMA201, IMA202, IMA203 or IMA204 may opt to participate in other clinical trials because of the length of time between the time that their tumor is excised and the ACT is infused back into the patient. Amendments to Immatics’ clinical protocols may affect enrollment in, or results of Immatics’ trials, including amendments it has made to further define the patient populations to be studied.

Not all patients suffering from a specific cancer that is in principle addressable by Immatics’ product candidates are eligible for its trials and therapies. First, patients have to express a specific genetic marker calledHLA-A*02. While this marker is found on approximately40-50% of individuals in North America and Europe, it is less frequent in other populations, such as China or Japan. If HLA screening for a patient shows thatHLA-A*02 is not expressed, he/she cannot be treated with Immatics’ current product candidates. Second, the prevalence of the targets addressed by IMA201, IMA202, IMA203 and IMA204 differs between different tumor entities. For a given patient, a biomarker assay must be performed in order to find out whether he/she expresses one of the targets and can be treated with one of Immatics’ product candidates. Immatics cannot be certain that the anticipated and assumed target prevalence are confirmed in the patient populations of its Phase 1 trials, and lower target prevalences may be experienced. Third, further eligibility criteria are in place to ensure that the patients can tolerate and potentially benefit from the treatment. Thus, only a fraction of patients screened for Immatics’ clinical trials will finally receive cellular products. Patients may therefore be hesitant to consent to Immatics’ trials, and overall many more patients will have to be screened to treat the targeted number of patients. This may hinder recruitment for Immatics’ trials and may delay its development timelines. It is uncertain how many more patients Immatics will be required to screen. If the required number of patient screenings is much higher than anticipated, Immatics’ clinical trial costs may increase. Immatics may combine two or more product candidates into multi-target trials to mitigate this risk. However, Immatics cannot be certain whether this measure will be

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effective in enhancing recruitment. Multi-target trials may also be more difficult to implement and to be permitted to proceed by FDA or other competent authority outside the U.S.

Even if Immatics is able to enroll a sufficient number of patients in its clinical trials, delays in patient enrollment or small population size may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect Immatics’ ability to advance the development of its product candidates.

The FDA may disagree with Immatics’ regulatory plan, and it may fail to obtain regulatory approval of its product candidates.

If and when Immatics’ ongoing Phase 1 clinical trials for IMA201, IMA202, IMA203, and IMA101 are completed and, assuming positive data, it expects to advance to potential registrational trials. The general approach for FDA approval of a new biologic or drug is for the sponsor to provide dispositive data from two well-controlled, Phase 3 clinical studies of the relevant biologic or drug in the relevant patient population. Phase 3 clinical studies typically involve hundreds of patients, have significant costs and take years to complete. Immatics anticipates pursuing registrational trials, for example for IMA201, IMA202, and IMA203, as single agents or in combination that are designed to evaluate the efficacy of the respective product candidate in a single open-label,non-comparative,two-stage, pivotal, multicenter,single-arm clinical trials in patients who have exhausted available treatment options. Immatics plans to discuss its proposed trial designs with the FDA and other authorities prior to submission of INDs and CTAs. If the trial results are sufficiently compelling, Immatics intends to discuss with the FDA submission of a BLA for the relevant product candidate. Further, Immatics plans to have discussions with other authorities, such as the EMA in Europe or Health Canada in Canada regarding any planned marketing authorization submissions. It cannot be guaranteed that FDA and other regulatory authorities will agree to move to a registrational trial on the basis of data generated from a single completed Phase 1 trial. Authorities may ask for additional early stage or Phase 2 clinical data first. Even if the FDA agrees with the design and implementation of the clinical trials set forth in an IND, Immatics cannot guarantee that the FDA will not change their requirements in the future. For example, the FDA may require that Immatics conducts a comparative trial against an approved therapy including potentially an approved autologous T cell therapy, which would significantly delay Immatics’ development timelines and require substantially more resources. In addition, the FDA may only allow Immatics to evaluate patients that have already failed autologous therapy or very late stage patients, which are extremely difficult patients to treat and patients with advanced and aggressive cancer, and Immatics’ product candidates may fail to improve outcomes for such patients.

Immatics may pursue an approval under FDA’s Accelerated Approval pathway, and Immatics believes its Accelerated Approval strategy is warranted given the limited alternatives for patients with relapsed and/or refractory cancers. However, the FDA may ultimately require a Phase 3 clinical trial prior to approval, particularly since Immatics’ product candidates represent a novel treatment. In addition, the standard of care may change with the approval of new products, which may result in the FDA requiring a demonstration of meaningful therapeutic benefit to patients over such existing treatments.

As a condition of approval, the FDA may require that Immatics implement various post-marketing requirements and conduct post-marketing studies, any of which would require a substantial investment of time, effort, and money, and which may limit Immatics’ commercial prospects.

As a condition of biologic licensing, the FDA is authorized to require that sponsors of approved BLAs implement various post-market requirements, including a REMS, and/or one or more Phase 4 studies. For example, when the FDA approved Novartis’ Kymriah in August 2017, aCAR-T cell therapy for the treatment of patients up to 25 years of age withB-cell precursor acute lymphoblastic leukemia (“ALL”) that is refractory or in second or later relapse, the FDA required significant post-marketing commitments, including a Phase 4 trial, revalidation of a test method, and a substantial REMS program that included, among other requirements, the certification of hospitals and their associated clinics that dispense Kymriah, which certification includes a number of

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requirements, the implementation of a Kymriah training program, and limited distribution only to certified hospitals and their associated clinics. If Immatics receives approval of its product candidates, the FDA may determine that similar or additional post-approval requirements are necessary. To the extent that Immatics is required to establish and implement any post-approval requirements, it will likely need to invest a significant amount of time, effort, and money. Such post-approval requirements may also limit the commercial prospects of its product candidates.

Obtaining and maintaining regulatory approval of Immatics’ product candidates in one jurisdiction does not mean that it will be successful in obtaining regulatory approval of its product candidates in other jurisdictions.

In order to market and sell its products outside the United States, Immatics or its third-party collaborators are required to obtain separate marketing approvals and comply with numerous and varying regulatory requirements. Obtaining and maintaining regulatory approval of Immatics’ product candidates in one jurisdiction does not guarantee that it will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. Approval policies and requirements may vary among jurisdictions. For example, even if the FDA grants marketing approval of a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that Immatics intends to charge for its products is also subject to approval. Immatics or its collaborators may not be able to file for regulatory approval of its product candidates in international jurisdictions or obtain approvals from regulatory authorities outside the United States on a timely basis, if at all.

Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for Immatics and could delay or prevent the introduction of its products in certain countries. If Immatics fails to comply with the regulatory requirements in international markets and/or receive applicable marketing approvals, Immatics’ target market will be reduced and its ability to realize the full market potential of its product candidates will be harmed.

Immatics may not be able to file applications to commence additional clinical trials on the timelines it expects, and even if it is able to, the FDA or applicable competent authorities may not permit Immatics to proceed.

Immatics plans to submit INDs for additional product candidates to the FDA in the future. It also plans to submit applications to start clinical trials of additional product candidates outside the U.S. to the national competent authorities (for example, CTA to Paul-Ehrlich Institute (“PEI”) in Germany).

The filing of INDs to the FDA and the filing of applications outside the U.S. is dependent on additional data that have to be generated to support such regulatory filings. Hence, these filings may be delayed if the tests to generate those data show unexpected results or if technical issues arise in generating those data in the first place.

Immatics cannot be sure that submission of an IND, IND amendment or CTA will result in the FDA or any other competent authority outside the U.S. allowing testing and clinical trials to begin, or that, once begun, issues will not arise that suspend or terminate such clinical trials. The manufacturing and preclinical safety and efficacy testing requirements of both ACT and TCR Bispecifics remain emerging and evolving fields. Accordingly, Immatics expects chemistry, manufacturing and control related topics, including product specification, as well as preclinical safety testing, will be a focus of IND reviews, which may delay the allowance of INDs by the FDA or CTA approval by other competent authorities outside the U.S.

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Certain Immatics’ current clinical trials are being conducted outside the United States, and the FDA may not accept data from trials conducted in foreign locations.

Certain current clinical trials of Immatics’ drug candidates are being conducted or planned to be conducted partially outside the United States. Immatics may also conduct future clinical trials for its drug candidates partially or fully outside the United States. Although the FDA may accept data from clinical trials conducted outside the United States, acceptance of this data is subject to certain conditions imposed by the FDA. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with ethical principles and good clinical practice (“GCP”) requirements. Further, the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. In general, the patient population for any clinical trials conducted outside of the United States must be representative of the population for whom Immatics intends to label the product in the United States. In addition, while these clinical trials are subject to the applicable local laws, FDA acceptance of the data will be dependent upon its determination that the trials also complied with all applicable U.S. laws and regulations.

Conducting clinical trials outside the United States also exposes Immatics to additional risks, including risks associated with:

Immatics cannot assure you that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept the data from such clinical trials, it would likely result in the need for additional trials, which would be costly and time-consuming and delay or permanently halt Immatics’ development of its drug candidates.

It may take longer and cost more to complete its clinical trials than Immatics projects, or it may not be able to complete them at all.

For budgeting and planning purposes, Immatics has projected the date for the commencement of future trials, and continuation and completion of its ongoing clinical trials. However, a number of factors, including scheduling conflicts with participating clinicians and clinical institutions, difficulties in identifying and enrolling patients who meet trial eligibility criteria, and unanticipated adverse events may cause significant delays. Immatics may even not be able to complete clinical trials involving any of its products at all or as projected. Delays in clinical trials are associated with significant costs to maintain the necessary services, infrastructure and to pay running obligations to internal staff, clinical sites and service providers.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on Immatics’ ability to enroll a sufficient number of patients who remain in the study until its conclusion. In addition, its clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as Immatics’ product candidates, and this competition will reduce the number and types of patients available to Immatics because some patients who might have opted to enroll in Immatics’ trials may instead opt to enroll in a competitor’s trial. Accordingly, Immatics cannot guarantee that its trials will progress as planned or as scheduled. Delays in patient enrollment may result in increased costs or may affect the timing or outcome of Immatics’ ongoing and planned clinical trials, which could prevent completion of these trials and adversely affect Immatics’ ability to advance the development of its product candidates.

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Immatics expects to rely on outside vendors (for example, independent contractors, contract research organizations) to conduct, supervise or monitor some or all aspects of clinical trials involving its products. Immatics will have less control over the timing and other aspects of these clinical trials than if Immatics conducted them entirely on its own. If Immatics fails to commence or complete, or experience delays in, any of its planned clinical trials, its stock price and its ability to conduct its business as currently planned could be harmed.

Immatics currently anticipates that it will have to rely on its CMOs to manufacture its adoptive cell therapy products for clinical trials. If they fail to commence or complete, or experiences delays in, manufacturing Immatics’ adoptive cell therapy products, its planned clinical trials will be delayed, which will adversely affect its stock price and Immatics’ ability to conduct its business as currently planned.

Clinical trials are expensive, time-consuming and difficult to design and implement, and Immatics’ clinical trial costs may be higher than for more conventional therapeutic technologies or drug products.

Clinical trials are expensive and difficult to design, implement and conduct, in part because they are subject to rigorous regulatory requirements. Because Immatics’ ACT product candidates are based on new cell therapy technologies and manufactured on apatient-by-patient basis, it expects that such candidates will require extensive research and development and have substantial manufacturing costs per dose. Immatics’ TCR Bispecific product candidates also require extensive research and development, as the applicable technology is new and experience with developing such biologics is rare in the field. Moreover, the development of a companion diagnostic will also require extensive research and development, and such companion diagnostic must be suitable to support both enrollment into larger clinical trials and routine hospital procedures after marketing approval. Any failure or delay in developing a suitable companion diagnostic will delay or make it impossible to conduct larger clinical trials for ACT product candidates and/or TCR Bispecific product candidates. In addition, costs to treat patients with recurrent and/or refractory cancer and to treat potential side effects that may result from Immatics’ product candidates,non-investigational medicinal products, rescue or prophylactic medication applied in its clinical trials can be significant. Some clinical trial sites do not bill, or obtain coverage from Medicare, Medicaid, health insurance, or other third-party payors for some or all of these costs for patients enrolled in Immatics’ clinical trials, and Immatics can be required by those trial sites to pay such costs. In countries outside the U.S., it is expected that all costs related to the clinical trial and to the management of study patients (for example, management of adverse reactions, hospitalization) are paid by the sponsor of the clinical trial. As trial designs for development of Immatics’ product candidates are complex, its clinical trial costs are likely to be significantly higher per patient than those of more conventional therapeutic technologies or drug products. Immatics aims to combine two or more of its ACT product candidates within one clinical trial or within amulti-TCR-T concept in order to achieve durable clinical efficacy results and to increase the patient population. The set up and conduct of suchmulti-TCR-T clinical trials is expensive and may bear unknown risks, such as regulatory, preclinical, safety and manufacturing risks. In addition, Immatics’ proposed personalized product candidates involve several complex and costly manufacturing and processing steps, the costs of which will be borne by Immatics. Immatics is also responsible for the manufacturing costs of products for patients that do not receive the product due to any reason (for example, rapid degradation of general health status, not meeting inclusion/exclusion criteria for infusion). Depending on the number of patients that Immatics ultimately screens and enrolls in its trials, the number of trials that it may need to conduct, and the companion diagnostic Immatics needs to develop, its overall clinical trial costs may be higher than for more conventional treatments.

Immatics’ clinical trials may fail to demonstrate adequately the safety and efficacy of its product candidates, which would prevent or delay regulatory approval and commercialization.

The clinical trials of Immatics’ product candidates are, and the manufacturing and marketing of its products will be, subject to extensive and rigorous review and regulation by numerous government authorities in the United States and in other countries where Immatics intends to test and market its product candidates. Before obtaining regulatory approvals for the commercial sale of any of its product candidates, Immatics must demonstrate

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through lengthy, complex and expensive preclinical testing and clinical trials that its product candidates are safe and efficacious for use in each target indication or use in a biomarker driven population. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. The risk/benefit profile required for product licensure will vary depending on these factors and may include not only the ability to show tumor shrinkage, but also adequate duration of response, a delay in the progression of the disease, and/or an improvement in survival. For example, response rates from the use of Immatics’ product candidates may not be sufficient to obtain regulatory approval unless it can also show an adequate improvement of survival.

Even if Immatics is able to show anti-tumor efficacy for one or several of its product candidates, the risk/benefit profile may be negatively impacted by an unfavorable safety profile, which could force Immatics to discontinue a development program. This may happen if the risk for patients is deemed unacceptable based on the number or severity of adverse events, or the number of patient deaths related to the clinical trial treatment.

Regulatory authorities may ultimately disagree with Immatics’ chosen endpoints or may find that its studies or study results do not support product approval. Immatics cannot guarantee that the FDA or foreign regulatory authorities will interpret the results as Immatics does, and more trials could be required before Immatics submits its product candidates for approval. To the extent that the results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing application, Immatics may be required to expend significant resources, which may not be available to Immatics, to conduct additional trials in support of potential approval of its product candidates.

The results of preclinical studies and early clinical trials of Immatics’ product candidates with small patient populations may not be predictive of the results of later-stage clinical trials.

Immatics has opened enrollment into four Phase 1 clinical trials investigating cellular product candidates. The primary objectives of these clinical trials are to establish safety and tolerability and, for its ACTengine clinical trials, to determine the recommended Phase 2 dose. Preliminary, single cohort, ortop-line results from those and future early stage studies may not be representative of the final study results.

Immatics has reported preliminary results for clinical trials of its product candidates, including ACT for the treatment of recurrent and/or refractory solid tumors. Immatics may also report preliminary results from future clinical trials. These preliminary results are subject to substantial risk of change due to small sample sizes and may change as patients are evaluated or as additional patients are enrolled in these or newly set up clinical trials. These outcomes may be unfavorable, deviate from Immatics’ earlier reports, and/or delay or prevent regulatory approval or commercialization of its product candidates, including candidates for which it has reported preliminary favorable safety and efficacy results. In clinical studies where a staged expansion is expected, such as studies using a Simon’s two stage design, these outcomes may result in the failure to meet an initial efficacy threshold for the first stage. Furthermore, other measures of efficacy for these clinical trials and product candidates may not be as favorable.

Moreover, initial trial (for example, Phase 1 or Phase 2a) results may not be representative of later-stage trial results (for example, Phase 2b or Phase 3), even if conducted in a very similar trial population. The results of studies in one set of patients or line of treatment may not be predictive of those obtained in another and the results in various human clinical trials reported in scientific and medical literature may not be indicative of results Immatics obtains in its clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. Additional non-clinical studies may also reveal unfavorable product candidate characteristics, including safety concerns.

For example, Immatics’ studies of cellular therapies in patients without any indicatedstandard-of-care treatment utilize an “open-label, single arm, dose-escalation/de-escalation” trial design. An open-label, single arm, dose-

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escalation/de-escalation trial is one where both the patient and investigator know what investigational treatment (monotherapy or combination) at which dose the patient is receiving. This trial design has the potential to create selection bias by encouraging the investigators to enroll a more favorable patient population (for example, indications better suitable for immunotherapies, fitter patients, less prior therapies) compared to a more broader patient population. In Immatics’ current Phase 1 clinical trials investigators have significant discretion over the selection of patient participants. Although preliminary data from these trials was generally positive, that data may not necessarily be representative of interim or final results, as new patients are cycled through the applicable treatment regimens. As the trials continue, the investigators may prioritize patients with more progressed forms of cancer and/or worse general health condition than the initial patient population, based on the safety/success or perceived safety/success of that initial population. Patients with more progressed forms of cancer or worse general health conditions may experience more and/or worse adverse events or be less responsive to treatment, and accordingly, interim or final safety and efficacy data may show an increase in frequency or severity of adverse events and/or a decline in patient response rate or change in other assessment metrics. As the trials continue or in subsequent trials, investigators may shift their approach to the patient population, which may ultimately experience more and/or worse adverse events and/or result in a decline in both interim and final efficacy data from the preliminary data, or conversely, a decrease in frequency and/or severity of adverse events or an increase in final efficacy data following a decline in the interim efficacy data, as patients with more progressed forms of cancer or worse general health condition are cycled out of the trials and replaced by patients with less advanced forms of cancer or with better general health conditions. This opportunity for investigator selection bias in Immatics’ trials as a result of open-label design, which is standard indose-escalation/de-escalation trials, may not be adequately handled and may cause a decline in or distortion of clinical trial data from Immatics’ preliminary results. Any future trial which utilizes an open-label design is similarly susceptible to such bias. Depending on the outcome of its open-label studies, Immatics may need to conduct one or morefollow-up or supporting studies in order to successfully develop its products for FDA approval. Many companies in the biotechnology, pharmaceutical and medical device industries have suffered significant setbacks in late-stage clinical trials after achieving positive results in earlier development, and Immatics cannot be certain that it will not face such setbacks.

Immatics expects there may be greater variability in results for products processed and administered on apatient-by-patient basis, as anticipated for its cellular therapy product candidates, than for“off-the-shelf” products, like many other drugs. There is typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials. Many companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most product candidates that begin clinical trials are never approved by regulatory authorities for commercialization.

In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the clinical trial protocols and the rate of dropout among clinical trial participants. Immatics’ current and future clinical trial results may not be successful. Moreover, should there be a flaw in a clinical trial, it may not become apparent until the clinical trial is well advanced. In the case that Immatics decides to develop its product candidates for use with other oncology products, or combine more than one ACT product candidate, the design, implementation, and interpretation of the clinical trials necessary for marketing approval will be more complex than if Immatics would have developed its product candidates alone.

The deviations in Immatics’ proposed new products from existing products may require it to perform additional testing, which will increase the cost, and extend the time for obtaining approval.

Immatics’ ACT based therapy is based on first-generation adoptive cell therapy technology suitable for delivering for small early phase clinical trials. These current methods of treatment are very labor intensive and

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expensive, which has limited their widespread application. Immatics has developed new processes that it anticipates will enable more efficient manufacturing of ACT. Immatics may have difficulty demonstrating that the products produced from its new processes are comparable to the existing products. The FDA and regulatory authorities in other countries may require additional clinical testing before permitting a larger clinical trial with the new processes, and the product may not demonstrate the desired activity in new clinical trials. Cellular products are not considered as well characterized products because there are hundreds of markers present on these cells, and even small changes in manufacturing processes could alter the cell types. It is unclear at this time which of those markers are critical for success of these cells to combat cancer, so Immatics’ ability to predict the outcomes with newer manufacturing processes is limited. The changes that Immatics has made to the historical manufacturing process may require additional testing, which may increase costs and timelines associated with these developments.

Immatics’ TCR Bispecific product candidates contain features that have not been previously tested in this composition in clinical trials or marketed products. Regulatory authorities (for example, the FDA or EMA) may require additionalnon-clinical studies before permitting Immatics to enter clinical trials with its product candidates. Regulatory authorities may also ask for additional early-stage trials or production of additional batches of TCR Bispecific products before permitting larger clinical trials or registration trials. To comply with those requests would increase costs and timelines for the development of Immatics’ TCR Bispecifics.

Immatics is, and if it receives regulatory approval of its product candidates, will continue to be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, and Immatics may be subject to penalties if it fails to comply with regulatory requirements or experiences unanticipated problems with its product candidates.

Any regulatory approvals that Immatics receives for its product candidates will require surveillance to monitor the safety and efficacy of such product candidate(s). The FDA may also require a REMS to approve Immatics’ product candidates, which could entail requirements for a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA may also require post-approval Phase 4 studies. Moreover, the FDA and comparable foreign regulatory authorities will continue to closely monitor the safety profile of any product even after approval. If the FDA or comparable foreign regulatory authorities become aware of new safety information after approval of any of Immatics’ product candidates, they may withdraw approval, require labeling changes or establishment of a REMS or similar strategy, impose significant restrictions on a product’s indicated uses or marketing, or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. Any such restrictions could limit sales of the product.

In addition, Immatics, its contractors, and its collaborators are and will remain responsible for FDA compliance, including requirements related to product design, testing, clinical and preclinical trials approval, manufacturing processes and quality, labeling, packaging, distribution, adverse event and deviation reporting, storage, advertising, marketing, promotion, sale, import, export, submissions of safety and other post-marketing information and reports such as deviation reports, registration, product listing, annual user fees, and recordkeeping for its product candidates. Immatics and any of its collaborators, including its contract manufacturers, could be subject to periodic unannounced inspections by the FDA to monitor and ensure compliance with regulatory requirements. Application holders must further notify the FDA, and depending on the nature of the change, obtain FDApre-approval for product and manufacturing changes. The cost of compliance with post-approval regulations may have a negative effect on Immatics’ operating results and financial condition.

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Later discovery of previously unknown problems with Immatics’ product candidates, including adverse events of unanticipated severity or frequency, that the product is less effective than previously thought, problems with its third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

Any of these events could further have other material and adverse effects on Immatics’ operations and business and could adversely impact its stock price and could significantly harm its business, financial condition, results of operations, and prospects.

The FDA’s and other regulatory authorities’ policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of Immatics’ product candidates. Immatics cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If Immatics is slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if it is not able to maintain regulatory compliance, Immatics may lose any marketing approval that it may have obtained, be subject to other regulatory enforcement action, and may not achieve or sustain profitability.

The regulatory landscape that will govern Immatics’ product candidates is still evolving; regulations relating to more established gene therapy and cell therapy products and TCR Bispecific products are still developing, and changes in regulatory requirements could result in delays or discontinuation of development of its product candidates or unexpected costs in obtaining regulatory approval.

Because Immatics is developing novel cell immunotherapy product candidates that are unique biological entities, the regulatory requirements that Immatics will be subject to are not entirely clear. Even with respect to more established products that fit into the categories of gene therapies or cell therapies, the regulatory landscape is still developing. For example, regulatory requirements governing gene therapy products and cell therapy products

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have become more stringent and comprehensive frequently and may continue to extend in the future. Moreover, there is substantial, and sometimes uncoordinated, overlap in those responsible for regulation of existing gene therapy products and cell therapy products. For example, in the United States, the FDA has established the Office of Tissues and Advanced Therapies (OTAT), formerly known as the Office of Cellular, Tissue and Gene Therapies (OCTGT), within its Center for Biologics Evaluation and Research (CBER) to consolidate the review of gene therapy and related products, and the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER on its review. Gene therapy clinical trials in the U.S. are also subject to review and oversight by an institutional biosafety committee (IBC), a local institutional committee that reviews and oversees basic and clinical research conducted at the institution participating in the clinical trial. Similar regulatory bodies exist in Europe and other jurisdictions. Although the FDA or specific regulatory authorities in other countries (for example, EMA or PEI) decides whether individual gene therapy protocols may proceed, review process and determinations of other reviewing bodies can impede or delay the initiation of a clinical study, even if for example, the FDA has reviewed the study and approved its initiation. Conversely, the FDA can place an IND application on clinical hold even if such other entities have provided a favorable review. Furthermore, each clinical trial must be reviewed and approved by an independent IRB at or servicing each institution at which a clinical trial will be conducted; equivalent processes are in place in other regions of the world. In addition, adverse developments in clinical trials of gene therapy products conducted by others may cause the FDA or other regulatory bodies to change the requirements for approval of any of Immatics’ product candidates.

While there is already a T cell engaging bispecific molecule approved and regulatory guidelines have been issued for this class of drugs, bispecific therapeutics are still new in the field and regulators have even less experience with TCR Bispecifics. Thus, guidance for development and regulatory approval of such drugs may change.

Complex regulatory environments exist in the different jurisdictions in which Immatics might consider seeking regulatory approvals for its product candidates, further complicating the regulatory landscape. For example, in the EU a special committee called the Committee for Advanced Therapies was established within the EMA in accordance with Regulation (EC) No. 1394/2007 on advanced therapy medicinal products (“ATMPs”) to assess the quality, safety and efficacy of ATMPs, and to follow scientific developments in the field. ATMPs include gene therapy products as well as somatic cell therapy products and tissue engineered products.

These various regulatory review committees and advisory groups and new or revised guidelines that they promulgate from time to time may lengthen the regulatory review process, require Immatics to perform additional studies, increase its development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of its product candidates or lead to significant post-approval limitations or restrictions. Because the regulatory landscape for Immatics’ cell immunotherapy product candidates is new, it may face even more cumbersome and complex regulations than those emerging for other gene therapy products and cell therapy products. Furthermore, even if Immatics’ product candidates obtain required regulatory approvals, such approvals may later be revoked, suspended or otherwise withdrawn as a result of changes in regulations or the interpretation of regulations by applicable regulatory agencies.

Delay or failure to obtain, or unexpected costs in obtaining, the regulatory approval necessary to bring a potential product to market could decrease Immatics’ ability to generate sufficient product revenue to maintain its business.

Because Immatics’ current products represent, and its other potential product candidates will represent novel approaches to the treatment of diseases, there are many uncertainties regarding the development, the market acceptance, third-party reimbursement coverage and the commercial potential of its product candidates.

Human immunotherapy products are a new category of therapeutics. Because this is a relatively new and expanding area of novel therapeutic interventions, there are many uncertainties related to development, marketing, reimbursement, and the commercial potential for Immatics’ product candidates. There can be no assurance as to the number of required clinical trials, the length of the trial period, the number of patients the

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FDA and regulatory authorities in other jurisdictions will require to be enrolled in the trials in order to establish the safety and efficacy of immunotherapy products, or that the data generated in these trials will be acceptable to the FDA to support marketing approval. The FDA and comparable foreign regulatory may take longer than usual to come to a decision on any BLA or similar marketing application that Immatics submits and may ultimately determine that there is not enough data, information, or experience with Immatics’ product candidates to support an approval decision. Regulatory authorities may also require that Immatics conduct additional post-marketing studies or implement risk management programs. For example, the FDA may require a REMS until more experience with Immatics’ product candidates is obtained. Finally, after increased usage, Immatics may find that its product candidates do not have the intended effect or have unanticipated side effects, potentially jeopardizing initial or continuing regulatory approval and commercial prospects.

Immatics may also find that the manufacture of its product candidates is more difficult or more expensive than anticipated, resulting in an inability to produce a sufficient amount of its product candidates for its clinical trials or, if approved, commercial supply. Moreover, because of the complexity and novelty of Immatics’ manufacturing process, there are only a limited number of manufacturers who have the capability of producing its product candidates. Should any of its contract manufacturers no longer produce its product candidates, it may take Immatics significant time to find a replacement, if it is able to find a replacement at all.

Immatics may also find that the development of a companion diagnostic for its product candidates is more difficult or more expensive than anticipated, resulting in an inability to provide the required diagnostic testing for its clinical trials, or if approved, for the market. Moreover, because of the complexity and novelty of Immatics’ companion diagnostic biomarker, there are only a limited number of providers who have the capability of supporting the development of a companion diagnostic. Should any of its contract research organization (“CRO”) partners fail to meet its development goals, it may take Immatics significant time to find a replacement, if it is able to find a replacement at all.

There is no assurance that the approaches offered by Immatics’ products will gain broad acceptance among doctors or patients or that governmental agencies or third-party medical insurers will be willing to provide reimbursement coverage for proposed product candidates. Moreover, Immatics does not have verifiable internal marketing data regarding the potential size of the commercial market for its product candidates, nor has it obtained current independent marketing surveys to verify the potential size of the commercial markets for its current product candidates or any future product candidates. Since Immatics’ current product candidates and any future product candidates will represent novel approaches to treating various conditions, it may be difficult, in any event, to accurately estimate the potential revenues from these product candidates. Accordingly, Immatics may spend significant capital trying to obtain approval for product candidates that have an uncertain commercial market. The market for any products that Immatics successfully develops will also depend on the cost of the product. Immatics does not yet have sufficient information to reliably estimate what it will cost to commercially manufacture its current product candidates, and the actual cost to manufacture these products could materially and adversely affect the commercial viability of these products. Immatics’ goal is to reduce the cost of manufacturing and providing its therapies. However, unless it can reduce those costs to an acceptable amount, Immatics may never be able to develop a commercially viable product. If Immatics does not successfully develop and commercialize products based upon its approach or find suitable and economical sources for materials used in the production of its products, Immatics will not become profitable, which would materially and adversely affect the value of its common stock.

Immatics’ ACT product candidate may be provided to patients in combination with other agents provided by third parties. The cost of such combination therapy may increase the overall cost of ACT therapy and may result in issues regarding the allocation of reimbursements between Immatics’ therapy and the other agents, all of which may affect Immatics’ ability to obtain reimbursement coverage for the combination therapy from third party medical insurers.

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COVID-19 may materially and adversely affect Immatics’ business and financial results.

Immatics’ business could be adversely affected by health epidemics in regions where it has clinical trial sites or other business operations; epidemics could also cause significant disruptions in the operations of third-party manufacturers and CROs upon whom Immatics relies. In December 2019, a novel strain of coronavirus, which causes the disease known asCOVID-19, was reported to have surfaced in Wuhan, China. Since then,COVID-19 has spread globally. In March 2020, the World Health Organization declared theCOVID-19 outbreak a pandemic and governments imposed restrictions on travel between the United States, Europe and certain other countries. Further, the President of the United States declared theCOVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response. In Germany and many other European countries, governmental orders became effective in March 2020 to reduce virus transmission by social distancing. Those measures impact social and working life and travel.

The effects of these and other governmental orders, as well asshelter-in-place or work-from-home policies may negatively impact productivity, disrupt Immatics’ and its partners’ business and delay its clinical programs and timelines (including its ACTengine genetically modified autologous T cell products), the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on Immatics’ ability to conduct its business in the ordinary course. These and similar, and perhaps more severe, disruptions in Immatics’ operations could negatively impact its business, financial condition and results of operations, including its ability to obtain financing.

Quarantines,shelter-in-place and similar government orders, or the perception that further orders, shutdowns or other restrictions on the conduct of business operations could occur related toCOVID-19 and could impact personnel at Immatics, at suppliers, Immatics’ collaborators or at third-party manufacturing facilities in the United States and other countries, or the availability or cost of materials, which would disrupt Immatics’ supply chain. Immatics’ operations, including research and manufacturing, could also be disrupted due to staff absences as a result of self-isolation procedures or extended illness at Immatics or at suppliers or collaborators.

In addition, Immatics’ clinical trials may be affected by theCOVID-19 pandemic, including:

In addition to the risks listed above, Immatics may also experience the following adverse impacts for its clinical trials:

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The global outbreak ofCOVID-19 continues to rapidly evolve. The extent to whichCOVID-19 may impact Immatics’ business and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States, Germany and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States, Germany and other countries to contain and treat the disease.

Risks Related to Immatics’ Reliance on Third Parties

Independent clinical investigators and CROs that Immatics engages to conduct its clinical trials may not devote sufficient time or attention to Immatics’ clinical trials or be able to repeat their past success.

Immatics expects to continue to depend on independent clinical investigators and CROs to conduct its clinical trials. CROs may also assist Immatics in the collection and analysis of data. Identifying, qualifying and managing performance of third-party service providers can be difficult, time-consuming and cause delays in Immatics’ development programs. These investigators and CROs will not be Immatics employees and Immatics will not be able to control, other than by contract, the amount of resources, including time, which they devote to Immatics’ product candidates and clinical trials. If independent investigators or CROs fail to devote sufficient resources to the development of Immatics’ product candidates, or if their performance is substandard, it may delay or compromise the prospects for approval and commercialization of any product candidates that Immatics develops. In addition, the use of third-party service providers may require Immatics to disclose some of its proprietary information to these parties, which could increase the risk that this information will be misappropriated. Further, regulatory agencies require that Immatics complies with GCP requirements for conducting, recording and reporting clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial subjects are protected. Failure of clinical investigators or CROs to meet their obligations to Immatics or comply with GCP requirements could adversely affect for example, the costs and timelines of the clinical development of Immatics’ product candidates and harm its business. Not fulfilling GCP requirements by investigators or CROs could even lead to denial of a BLA or similar marketing application to comparable foreign authorities.

Failure of third-party contractors to successfully develop and commercialize companion diagnostics for use with Immatics’ product candidates could harm its ability to commercialize its product candidates.

Immatics plans to develop companion diagnostics for its product candidates where appropriate. Such developments are expensive and time-consuming. The FDA and similar regulatory authorities outside the United States may request or require the development and regulatory approval of a companion diagnostic as a condition to approving one or more of Immatics’ product candidates, including, for example, IMA201, IMA202, IMA203, IMA204, and IMA401. Immatics does not have experience or capabilities in developing, seeking regulatory approval for or commercializing diagnostics and plan to rely in large part on third parties to perform these functions.

Immatics will likely outsource the development, production and commercialization of companion diagnostics to third parties. By outsourcing these companion diagnostics to third parties, Immatics becomes dependent on the

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efforts of its third-party contractors to successfully develop and commercialize these companion diagnostics. Immatics’ contractors:

Immatics relies on third parties to obtain reagents and raw materials.

The manufacture of Immatics’ product candidates by itself or any of its CMOs requires access to a number of reagents and other critical raw materials from third-party suppliers. Such third parties may refuse to supply such reagents or other raw materials or alternatively refuse to supply on commercially reasonable terms. There may also be capacity issues at such third-party suppliers that impact Immatics’ ability to increase production of its product candidates.

Some of the materials used in the manufacture and processing of Immatics’ product candidates may only be supplied by one or a few vendors, which means that, should those vendors be unable to supply, for whatever reason, Immatics’ ability to manufacture product candidates and progress product candidates through clinical trials could be severely impacted and result in additional delays. Such failure to supply could also impact other supply relationships with other third parties and potentially result in additional payments being made or required in relation to such delays. In addition, where any raw material or precursor material (including, for example, lentiviral vector, cell culture medium, chromatographic column material or other essential raw material) is currently supplied by one or a few vendors, replacing such raw material or precursor or finding alternative vendors may not be possible or may significantly impact on the timescales for manufacture and supply of Immatics’ product candidates. Even where alternative materials or precursors or alternative vendors are identified, such alternative materials, precursors or vendors and their materials will need to be properly assessed and qualified and additional regulatory approvals may also need to be obtained all of which could result in significant delays to the supply of Immatics’ product candidates or an inability to supply product candidates within anticipated timescales, if at all.

Immatics has contracted and expects to contract additional third parties for the manufacture of some of its product candidates for clinical testing in the future, and it expects to do so for commercialization. Third-party contractors are also important to supply Immatics or its CMOs with important materials required for its product candidates or to develop and perform services essential for the manufacturing process. This reliance on third parties increases the risk that Immatics will not have sufficient quantities of its product candidates or products or such quantities at an acceptable cost and when needed, which could delay, prevent or impair its development or commercialization efforts.

Currently, Immatics’ ACT product candidates are manufactured by Immatics personnel at the University of Texas Health (UTH) facility. Immatics expects to continue to manufacture product candidates for early phase trials using its personnel at the UTH facility; but it is currently negotiating contracts with larger CMOs with experience in cell therapy development and manufacturing to manufacture its products for late stage clinical trials, including any pivotal trials. The process will involve the development of a given manufacturing process in house using Immatics personnel followed by technology transfer of each manufacturing process to the CMO. Immatics’ manufacturing strategy for bispecific T cell engagers includes CMOs for cell line development, process development, formulation development, cGMP manufacturing, analytics, release testing, fill and finish, packaging and storage.

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Immatics may not succeed in maintaining its relationships with current CMOs or establishing relationships with additional or alternative CMOs. Its product candidates may compete with other products and product candidates for access to manufacturing facilities. There are a limited number of manufacturers that operate under cGMP and, for cellular products, also under cGTP regulations and that are both capable of manufacturing for Immatics and willing to do so. In addition, there are limited CMOs specialized in the manufacturing of cellular therapy products. If Immatics’ current and/or future CMOs for any of its product candidates or products that obtain approval should cease manufacturing for Immatics, it would experience delays in obtaining sufficient quantities of its product candidates for clinical trials and, if approved, commercial supply. Further, Immatics’ CMOs may breach, terminate, or not renew these agreements. If Immatics were to need to find alternative manufacturing facilities, it would significantly impact Immatics’ ability to develop, obtain regulatory approval for or market its product candidates, if approved. The commercial terms of any new arrangement could be less favorable than its existing arrangements and the expenses relating to the transfer of necessary technology and processes and obtaining applicable regulatory approvals could be significant.

Reliance on third-party manufacturers entails exposure to risks to which Immatics would not be subject if it manufactured the product candidate itself, including:

Any of these factors could cause the delay of approval or commercialization of Immatics’ product candidates, cause it to incur higher costs or prevent it from commercializing its product candidates successfully.

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Furthermore, if any of Immatics’ product candidates are approved and contract manufacturers fail to deliver the required commercial quantities of finished product on a timely basis and at commercially reasonable prices, and Immatics is unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, Immatics would likely be unable to meet demand for its products and could lose potential revenue. It may take several years to establish an alternative source of supply for Immatics’ product candidates and to have any such new source approved by the FDA or any other relevant regulatory authorities.

At some point in the future, Immatics may decide to operate its own manufacturing facility for its ACT product candidates in late-stage clinical testing and for its marketed products, which would require significant resources and Immatics may fail to successfully operate its facility, which could adversely affect its clinical trials and the commercial viability of its product candidates.

Currently, there are no immediate plans for Immatics to operate its own manufacturing facility for its product candidates in late-stage clinical testing or for its marketed products. However, Immatics may not be able to achieve clinical or commercial manufacturing and cell processing at a scale to satisfy demands for late stage clinical trials or commercialization on its own or with a CMO and thus may decide to operate a manufacturing facility for its product candidates. While Immatics believes the manufacturing and processing approaches are appropriate to support its clinical product development, Immatics has limited experience in managing a large-scale manufacturing facility. Immatics cannot be sure that the manufacturing processes employed by itself or the technologies that it incorporates for manufacturing will result inTCR-T cell product candidates suitable for clinical trials or commercialization.

Immatics has exclusive access to the early stage facility at UTH designed for the manufacturing of cellular products comprised of three fully functional GMP suites and support areas where Immatics’ hired and trained personnel perform all manufacturing related activities. The current lease extends through the end of 2021 with negotiations in place to extend the lease through the end of 2024. In case, the lease is not prolonged, Immatics may decide to run its own manufacturing facility. There can be no assurance that Immatics will complete thebuild-out of its manufacturing facility in a timely manner or at all. Immatics also does not yet have sufficient information to reliably estimate the cost of the clinical and commercial manufacturing and processing of its product candidates, and the actual cost to manufacture and process its product candidates could materially and adversely affect the commercial viability of its product candidates. In addition, the ultimate clinical and any commercial dose will affect Immatics’ ability to scale its costs per dose. As a result, Immatics may never be able to develop a commercially viable product. The commercial manufacturing facility Immatics may build will also require regulatory approval, including from FDA, which it may never obtain. Even if approved, Immatics would be subject to ongoing periodic unannounced inspection by the FDA or authorities from other jurisdictions, the Drug Enforcement Administration and corresponding state agencies to ensure strict compliance with cGMP and cGTP requirements, and other government regulations.

If Immatics were to decide in the future to own and operate a manufacturing facility, the designing and building process would be time-consuming, expensive, and Immatics may not realize the benefit of this investment. As a manufacturer of pharmaceutical products, Immatics is required to demonstrate and maintain compliance with cGMP and cGTP requirements, which include requirements related to production processes, quality control and assurance and recordkeeping. Furthermore, establishing and maintaining manufacturing operations requires a reallocation of other resources, particularly the time and attention of certain of its senior management. Any failure or delay in its manufacturing capabilities could adversely impact the clinical development or commercialization of Immatics’ or its collaborators’ product candidates.

The manufacture of biopharmaceutical products, especially of those cellular in nature like Immatics’ ACT product candidates, is complex and requires significant expertise, including the development of advanced manufacturing techniques and process controls. Manufacturers of cell therapy products often encounter difficulties in production, particularly in scaling out and validating initial production and ensuring the absence of

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contamination. These problems include difficulties with production costs and yields, quality control, including stability of the product, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations. The application of new regulatory guidelines or parameters, such as those related to release testing, may also adversely affect Immatics’ ability to manufacture its product candidates. Furthermore, if contaminants are discovered in its supply of product candidates or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. Immatics cannot assure that any stability or other issues relating to the manufacture of its product candidates will not occur in the future.

Immatics or any of its CMOs may fail to manage the logistics of storing and shipping its raw materials and product candidates. Storage failures and shipment delays and problems caused by Immatics, its vendors or other factors not in its control, such as weather, could result in the inability to manufacture product, the loss of usable product or prevent or delay the delivery of product candidates to patients.

Immatics may also experience manufacturing difficulties due to resource constraints or as a result of labor disputes. If Immatics were to encounter any of these difficulties, Immatics’ ability to provide its product candidates to patients would be jeopardized.

Immatics has limited experience in large-scale or commercial manufacturing, and there can be no assurance that it will be able to effectively manufacture clinical or commercial quantities of its products.

In September 2015, Immatics entered into a collaboration agreement with UTH to gain exclusive access to a cGMP facility specialized in the manufacturing of cellular products. This facility is used exclusively for the manufacturing of Immatics’ product candidates by Immatics’ hired and trained personnel.

Although some of its employees have experience in the manufacturing of pharmaceutical products from prior employment at other companies, Immatics as a company does not have experience in large-scale or commercial manufacturing.

Immatics may not succeed in scaling up its production processes for ACT and/or biologics for pivotal trials and/or commercial supply. Immatics may need a larger scale manufacturing process for any TCR Bispecifics molecule than what it has planned, depending on the dose and regimen that is to be determined in its Phase 1 and future Phase 2 studies. Any changes in Immatics’ manufacturing processes, including those utilized by its CMOs, as a result of scaling up may result in the need to obtain additional regulatory approvals. Difficulties in achieving commercial-scale production or the need for additional regulatory approvals could delay the development and regulatory approval of its product candidates and ultimately affect Immatics’ success.

If Immatics or its third-party suppliers use hazardous,non-hazardous, biological or other materials in a manner that causes injury or violates applicable law, Immatics may be liable for damages.

Immatics’ research and development activities involve the controlled use of potentially hazardous substances, including chemical and biological materials, potentially infectious material and genetically modified cells. Immatics and its suppliers are subject to federal, state and local laws and regulations in the United States and Germany governing the use, manufacture, storage, handling and disposal of such hazardous materials. Although Immatics believes that its and its suppliers’ procedures for using, handling, storing and disposing of these materials comply with legally prescribed standards, and that Immatics and its suppliers have all necessary permits, Immatics and its suppliers cannot completely eliminate the risk of contamination or injury resulting from hazardous chemical or biological materials. As a result of any such contamination or injury, Immatics may incur liability or local, city, state or federal authorities may curtail the use of these materials and interrupt its business operations. In the event of an accident, Immatics could be held liable for damages or penalized with fines, and the liability could exceed its resources. Immatics has insurance in place for liabilities arising from handling biological and hazardous substances, but it may not or may not fully cover all costs from such

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accidents. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental regulations may impair Immatics’ research, development and production efforts, which could impact its business, prospects, financial condition or results of operations.

Immatics’ relationships with customers, physicians, and third-party payors are subject, directly or indirectly, to federal, state, local and foreign healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, and other healthcare laws and regulations. If Immatics or its employees, independent contractors, consultants, commercial partners and vendors violate these laws, Immatics could face substantial penalties.

These laws may impact, among other things, Immatics’ clinical research program, as well as its proposed and future sales, marketing and education programs. In particular, the promotion, sales and marketing of healthcare items and services is subject to extensive laws and regulations designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive and other business arrangements. Immatics may also be subject to federal, state and foreign laws governing the privacy and security of identifiable patient information. The U.S. healthcare laws and regulations that may affect Immatics’ ability to operate include, but are not limited to:

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Additionally, Immatics may be subject to state, local and foreign equivalents of each of the healthcare laws described above, among others, some of which may be broader in scope. For example, Immatics may be subject to the following: state anti-kickback and false claims laws that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed bynon-governmental third party payors, including private insurers, or that apply regardless of payor; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government; state and local laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state laws that require the reporting of information related to drug pricing; state and local laws requiring the registration of pharmaceutical sales and medical representatives; and state and foreign laws governing the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available, it is possible that some of Immatics’ business activities, or its arrangements with physicians, some of whom receive stock options as compensation, could be subject to challenge under one or more of such laws. If Immatics or its employees, independent contractors, consultants, commercial partners and vendors violate these laws, Immatics may be subject to investigations, enforcement actions and/or significant penalties. Immatics has adopted a code of business conduct and ethics, but it is not always possible to identify and deter employee misconduct or business noncompliance, and the precautions Immatics takes to detect and prevent inappropriate conduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting itself from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Efforts to ensure that Immatics’ business arrangements will comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that Immatics’ business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against Immatics, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and/or oversight if Immatics becomes subject to a corporate integrity agreement or similar agreement to resolve allegationsof non-compliance with these laws, and curtailment of its operations, any of which could adversely affect its ability to operate its business and its results of operations. In addition, the approval and commercialization of any of Immatics’ product candidates outside the United States will also likely subject Immatics to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

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Immatics’ existing therapeutic collaborations are important to its business, and future collaborations may also be important to Immatics. If Immatics is unable to maintain any of these collaborations, or if these collaborations are not successful, its business could be adversely affected.

Immatics has limited capabilities for drug development and does not yet have any capability for sales, marketing or distribution. Immatics has entered into collaborations with other companies that it believes can provide such capabilities, including its collaboration and license agreements with, for example, MD Anderson, Amgen, Genmab, Celgene Corporation, a Bristol-Myers Squibb Company (“BMS”), and GlaxoSmithKline (“GSK”). These collaborations have also provided Immatics with important funding for its development programs and technology platforms, and Immatics expects to receive additional funding under these collaborations in the future. Immatics’ existing therapeutic collaborations, and any future collaborations it enters into, may pose a number of risks, including the following:

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