Filed Pursuant to Rule 424(b)(3)

Registration No. 333-240260

PROSPECTUS SUPPLEMENT NO. 1

(to prospectus dated July 31, 2020)

Immatics N.V.

39,332,281 ordinary shares

This prospectus supplement amends and supplements the prospectus dated July 31, 2020 (the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-240260). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on September 3, 2020 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares are traded on The Nasdaq Global Select Market under the symbol “IMTX.” On October 8, 2020, the last reported sale price of our ordinary shares as reported on Nasdaq was $11.35 per share.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 14 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 9, 2020.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

September 3, 2020

Commission File Number: 001-39363

IMMATICS N.V.

Paul-Ehrlich-Straße 15

72076 Tübingen, Federal Republic of Germany

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On September 3, 2020, Immatics N.V. (the “Company”) issued an interim report for the three and six-month periods ended June 30, 2020, which is attached hereto as Exhibit 99.1.

In addition, on September 3, 2020, the Company issued a press release announcing the second quarter 2020 financial results for Immatics Biotechnologies GmbH, which is attached hereto as Exhibit 99.2.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

PRELIMINARY NOTE

The unaudited condensed Consolidated Financial Statements for the three and six-month period ended June 30, 2020, included herein, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Consolidated Financial Statements are presented in euros. All references in this interim report to “$,” and “U.S. dollars” mean U.S. dollars and all references to “€” and “euros” mean euros, unless otherwise noted.

This interim report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. All statements other than present and historical facts and conditions contained in this interim report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this interim report, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “plan,” “potential,” “predict,” “objective,” “scheduled,” “should,” “will” or the negative of these and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those projected in any forward-looking statement. Factors that may cause actual results to differ from those in any forward-looking statement include, without limitation: the severity and duration of the evolving COVID-19 pandemic and the resulting impact on macro-economic conditions; inconclusive clinical trial results or clinical trials failing to achieve one or more endpoints, early data not being repeated in ongoing or future clinical trials, failures to secure required regulatory approvals, disruptions from failures by third-parties on whom we rely in connection with our clinical trials, delays or negative determinations by regulatory authorities, changes or increases in oversight and regulation; increased competition; manufacturing delays or problems, inability to achieve enrollment targets, disagreements with our collaboration partners or failures of collaboration partners to pursue product candidates, legal challenges, including product liability claims or intellectual property disputes, commercialization factors, including regulatory approval and pricing determinations, disruptions to access to raw materials or starting material, proliferation and continuous evolution of new technologies; disruptions to Immatics’ business; management changes; dislocations in the capital markets; and other important factors described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on July 31, 2020 (the “Registration Statement”) and under “Risk Factors” in this interim report. As a result of these factors, we cannot assure you that the forward-looking statements in this interim report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The Immatics logo , XPRESIDENT®, ACTengine®, ACTallo®, ACTolog®, XCEPTOR™, TCER™, AbsQuant™, IMADetect™ and other trademarks or service marks of Immatics appearing in this interim report are the property of the company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this interim report 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 interim report contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this interim report 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.

As used in this interim report, the terms “Immatics,” “we,” “our,” “us,” “the Group” and “the Company” refer to Immatics Biotechnologies GmbH and its subsidiaries, taken as a whole, unless the context otherwise requires. The unaudited condensed consolidated financial statements and Management’s Discussion & Analysis of Financial Condition and Results of Operations in this interim report are related to Immatics Biotechnologies GmbH and its U.S. subsidiary Immatics U.S. Inc. Immatics N.V. was a shell company with no active trade or business or subsidiaries at June 30, 2020 and all relevant assets and liabilities as well as income and expenses were borne by Immatics Biotechnologies GmbH and its U.S. subsidiary Immatics US, Inc.

1

Unaudited Condensed Consolidated Statement of Financial Position of Immatics Biotechnologies GmbH

The accompanying notes are an integral part of these condensed consolidated financial statements.

Unaudited Condensed Consolidated Statement of Loss of Immatics Biotechnologies GmbH

The accompanying notes are an integral part of these condensed consolidated financial statements.

Unaudited Condensed Consolidated Statement of Comprehensive Loss of Immatics Biotechnologies GmbH

The accompanying notes are an integral part of these condensed consolidated financial statements.

Unaudited Condensed Consolidated Statement of Cash Flows of Immatics Biotechnologies GmbH

The accompanying notes are an integral part of these condensed consolidated financial statements.

Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit of Immatics Biotechnologies GmbH

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to the Unaudited Condensed Consolidated Financial Statements of Immatics Biotechnologies GmbH

1. Group information

Immatics Biotechnologies GmbH, together with its U.S. subsidiary, Immatics US Inc., (“Immatics” or “the Group”) is a biotechnology group that is primarily engaged in the research and development of T cell redirecting immunotherapies for the treatment of cancer. Immatics Biotechnologies GmbH is located at Paul-Ehrlich Str. 15 in 72076 Tübingen, Germany. Immatics Biotechnologies GmbH was founded in September 2000 as a German limited liability company. It is registered with the commercial register at Stuttgart local court under HRB no. 382151. Immatics US, Inc. was founded in 2014 as a Delaware corporation.

The unaudited condensed consolidated financial statements in this interim report are related to Immatics Biotechnologies GmbH and its U.S. subsidiary Immatics US, Inc.

Immatics N.V., a Dutch public limited liability company, was converted on July 1, 2020 from Immatics B.V., a Dutch company with limited liability. Immatics Biotechnologies GmbH became a subsidiary of Immatics N.V. as part of the ARYA Merger on July 1, 2020. The unaudited condensed consolidated financial statements are related to Immatics Biotechnologies GmbH and its U.S. subsidiary Immatics U.S. Inc. Immatics N.V. was a shell company with no active trade or business or subsidiaries at June 30, 2020 and all relevant assets and liabilities as well as income and expenses were borne by Immatics Biotechnologies GmbH and its U.S. subsidiary Immatics US, Inc.

These interim condensed consolidated financial statements of the Group for the three and six months ended June 30, 2020 were authorized for issue by the Management Board of Immatics Biotechnologies GmbH on September 3, 2020.

2. Significant events and changes in the current reporting period

The Group was affected by the following events or transactions during the six months ended June 30, 2020.

ARYA Merger

On March 17, 2020, Immatics entered into a definitive merger agreement with ARYA Sciences Acquisition Corp. (“ARYA”), a special purpose acquisition company sponsored by Perceptive Advisors. The transaction, which closed on July 1, 2020, was structured through Immatics N.V., a Dutch public limited liability company. The merger (“ARYA Merger”) was effectuated in three principal steps:

COVID-19

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in Wuhan, China. While initially concentrated in China, spread of the outbreak is now worldwide. On January 30, 2020, the World Health Organization declared the outbreak a pandemic and a global emergency. In response, many countries and businesses instituted travel restrictions, quarantines, and office closures. The

extent of the pandemic and governmental responses may impact our ability to obtain raw materials and equipment used for research and development, obtain sufficient additional funds to finance our operations, and conduct clinical trials, any of which could materially and adversely affect our business.

Management continues to monitor the situation and enacted significant measures to protect the Group’s supply chain, employees and the execution of clinical trials. To date, the pandemic has resulted in a slowdown in activities related to the Group’s laboratory operations and at some of its suppliers. The ongoing spread of COVID-19 may also negatively impact the Group’s ability to conduct clinical trials, including potential delays and restrictions on the Group’s ability to recruit and retain patients, principal investigators and healthcare employees. COVID-19 could also affect the operations of contract research organizations, which may also result in delays or disruptions in the supply of product candidates.

Due to COVID-19, the Group has also experienced delays in research activities performed under its collaboration agreements. Consequently, the Group recognized less revenue under these agreements during the first two quarters of 2020 than previously planned. Management believes the declines in revenue associated with the delay in research activities are largely temporary, as the revenue is primarily associated with non-refundable upfront payments recognized on a cost-to-cost basis. COVID-19 may continue to impact the timing and amount of revenue recognized under these agreements in the future.

3. Significant accounting policies

Basis of presentation

The interim condensed consolidated financial statements of the Group as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 have been prepared in accordance with International Accounting Standard 34 (“Interim Financial Reporting”), as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2019, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”).

The interim condensed consolidated financial statements are presented in Euros. Amounts are stated in thousands of Euros, unless otherwise indicated.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2019. The new and amended standards and interpretations applied for the first time as of January 1, 2020, as disclosed in the notes to the consolidated financial statements for the year ended December 31, 2019, had no impact on the interim condensed consolidated financial statements of the Group for the three and six months ended as of June 30, 2020.

The Group has a non-controlling interest, representing approximately 3.96% of the Group’s Immatics US, Inc. subsidiary as of June 30, 2020 and December 31, 2019. As part of the ARYA Merger, the non-controlling interest of MDACC in Immatics US, Inc. was exchanged for ordinary shares in Immatics B.V.

4. Segment information

The Group manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Group’s focus is on the research and development of T cell redirecting immunotherapies for the treatment of cancer. The Chief Executive Officer is the chief operating decision maker who regularly reviews the consolidated operating results and makes decisions about the allocation of the Group’s resources.

5. Other current assets

The Group recognizes receivables for government grants when it is reasonably assured that the grant will be received, and all contractual conditions have been complied with. As of June 30, 2020, and December 31, 2019, no receivables were considered impaired.

Prepaid expenses include €0.7 million fees paid for the successful arrangement of the Celgene Switzerland LLC (“BMS”) and Genmab A/S (“Genmab”) collaboration agreements as of June 30, 2020 and €0.6 million as of December 31, 2019.

As of June 30, 2020, the Group capitalized €1.6 million in costs associated with the ARYA Merger, which the Group plans to deduct from the total proceeds of merger as a reduction in shareholder premium. These costs are directly attributed to the ARYA Merger and primarily related to legal and accounting fees.

Short-term deposits classified within other current assets have original maturity dates between three and nine months. During the six months ended June 30, 2020, short term deposits decreased from €16.0 million to zero. The decrease resulted from a reallocation of the Group’s funds from short-term deposits with maturity dates in excess of three months to money market funds.

6. Revenue from collaboration agreements

The Group earns revenue through strategic collaboration agreements with third party pharmaceutical and biotechnology companies. As of June 30, 2020, the Group had four strategic collaboration agreements in place. All collaboration agreements are still at pre-clinical stage. During the six months ended June 30, 2020, the Group did not enter into any new collaboration agreements.

The Group earned revenue from collaboration agreements from the following collaborators during the three and six months ended June 30, 2020 and 2019:

As of June 30, 2020, the Group has not recognized any royalty or milestone revenue under the collaboration agreements, due to the scientific uncertainty of achieving the milestones or the successful commercialization of a product. As of June 30, 2020, Immatics had not received any milestone or royalty payments in connection with the collaboration agreements.

Deferred revenue related to the collaboration agreements consists of the following as of June 30, 2020 and December 31, 2019:

7. Income Tax

During the three and six months ended June 30, 2020 and 2019, the Group generated losses in both Germany and the U.S. During the three and six months ended June 30, 2020 and 2019, the Group’s German operations were subject to a statutory tax rate of 29.1%. In the U.S., the Group was subject to a corporate income tax rate of 21% during the three and six months ended June 30, 2020 and 2019.

As of June 30, 2020 and December 31, 2019, no deferred tax assets have been recognized in respect of these losses due to the uncertainty of the Group’s ability to generate taxable profits in the foreseeable future. The current assessment regarding the usability of deferred tax assets may change depending on the Group’s taxable income in future years. This may result in higher or lower deferred tax assets related to tax losses carried forward.

Due to the ARYA Merger described in Note 2, there may be limitations on tax losses carried forward for net operating losses incurred by Immatics US, Inc. under Section 382 of the U.S. Internal Revenue Code.

8. Intangible assets, Property, plant and equipment and Right-of-use assets

During the three months ended June 30, 2020 and June 30, 2019, the Group acquired property, plant and equipment in the amount of €1.3 million and €1.0 million, respectively.

During the six months ended June 30, 2020 and June 30, 2019, the Group acquired property, plant and equipment in the amount of €3.0 million and €1.2 million, respectively.

During the six months ended June 30, 2020, new leases and extensions to existing lease agreements resulted in an increase in right-of-use assets in the amount of €4.2 million, mainly due to the commencement of a lease agreement of a new office building in Tübingen, Germany and a new office building in Houston, Texas. Additionally, two existing facility leases in Houston were extended. The Group used its incremental borrowing rate to calculate the initial lease liability.

9. Provisions

Provisions consisted of the following as of June 30, 2020 and December 31, 2019:

These amounts include provisions for the Group’s annual employee bonuses, which are due to be paid each December. These amounts are classified as a provision as of June 30, 2020, because the amount to be paid is uncertain. As of December 31, 2019, the Group had a liability for annual employee bonuses of €0.1 million (classified as other current liabilities) related to amounts paid in January 2020.

10. Other current liabilities

Other current liabilities consisted of the following as of June 30, 2020 and December 31, 2019.

As of December 31, 2019, other current liabilities primarily consisted of liabilities related to the settlement of outstanding share-based awards, which were be paid to employees following the ARYA Merger (See Note 11). Liabilities associated with these awards were previously classified as other non-current liabilities, which had a balance of €2.1 million as of December 31, 2019.

11. Share-based payments

Immatics Biotechnologies GmbH previously issued share-based awards to employees under two different plans. Under the Immatics Biotechnologies GmbH Stock Appreciation Program 2010 (the “2010 Plan”), the Company issued stock appreciation rights (“SARs”), which the Group accounted for as cash-settled awards. Under the Immatics Biotechnologies 2016 Equity Incentive Plan (“2016 Plan”), the Company issued tandem awards, which allowed employees to exercise their awards as either a SAR or a stock option. The Group accounted for awards issued under the 2016 Plan, which were redeemable in either cash or equity shares at the Group’s discretion, as equity settled. As part of the ARYA Merger, all outstanding awards under the 2010 Plan and 2016 Plan were replaced by a combination of cash payments and share-based payments in Immatics N.V. The Group concluded employee agreements pertaining to these replacement awards in June 2020 in advance of the ARYA Merger.

In accordance with the employee award agreements, holders of vested awards under the 2010 Plan and 2016 Plan (including any awards scheduled to vest prior to 2021) agreed to receive a cash payment of $10.00 per award, less the applicable exercise price (“Award Cash Proceeds”). Per the

terms of the employee award agreements, active employees were required to re-invest 25%-50% of the Award Cash Proceeds, net of taxes, with management members required to re-invest 50%. The outcome of the re-investment decision by the management and the active employees was 48%. In total, employees elected to receive €8.9 million in Award Cash Proceeds, resulting in an increase to other current liabilities. The Group recognized €2.6 million in operating expense related to the cash payment of these awards.

In accordance with the employee re-investment elections, employees received 627,611 shares in Immatics N.V. (“Re-investment Shares”), which had a fair value of €8.5 million based on the ARYA share price of $15.15 immediately prior to the merger on July 1, 2020. These replacement awards resulted in additional operating expense of €4.1 million.

For each ordinary Re-investment Share received, active employees and management members also received two stock options (“Matching Stock Options”) to acquire shares in Immatics N.V. The Matching Stock Options have an exercise price of $10.00 and vest in full on July 31, 2021. The award recipient must remain employed by Immatics or one of its affiliates through the vesting date to receive the option. The awards have a ten-year contract life.

The Matching Stock Options granted to employees were accounted for as of June 30, 2020, resulting in a grant date fair value of $10.59. Immatics applied a Black Scholes pricing model to estimate the fair value of the Matching Stock Options.

For any outstanding 2016 Plan and 2010 Plan awards scheduled to vest on or after January 1, 2021, employees received replacement stock options (“Converted Options”) to acquire shares in Immatics N.V. The Converted Options have comparable terms as previous awards, with revised exercise prices reflecting the reorganized capital structure of Immatics. The options granted under the new employee share-based compensation plan (the “2020 Equity Plan”) that gives employees the right to acquire shares in Immatics N.V. are accounted for as a modification under IFRS 2, with the incremental fair value expensed over the remaining vesting period. The incremental fair value is the difference between the fair value of the options to purchase ordinary shares under the 2020 Equity Plan to acquire shares in Immatics N.V. and the fair value of the exchanged unvested SAR (both measured at the date on which the replacement award is issued).

The total amount of Converted Options granted in July 2020 were accounted for as of June 30, 2020 by considering the average fair value of $13.79. Immatics applied a Black Scholes pricing model to estimate the fair value of the Converted Options.

As part of the ARYA Merger, employees, directors and officers also received service-based options to acquire shares of Immatics N.V. following the merger. In addition, certain executive officers and key personnel of the Group received performance-based options, vesting based both on achievement of market capitalization milestones and satisfaction of a four-year time-based vesting schedule. The service-based options will vest solely on a four-year time-based vesting schedule. As these options have a vesting commencement date of July 20, 2020, no expense is recorded in these financial statements.

The Group recognized total share-based compensation expense during the three and six months ended June 30, 2020 and 2019 as set out below:

12. Related party disclosures

During the six months ended June 30, 2020 the Group did not enter into any new related-party transactions with its key management personnel or with related entities. There were no significant changes in the compensation arrangements for key management personnel or members of the Management Board and of the Supervisory Board during the six months ended June 30, 2020 other than the following.

Prior to the ARYA Merger, Immatics N.V. established the 2020 Incentive Plan effective after the reporting period. Immatics N.V. granted certain service-based options out of the 2020 Incentive Plan to its management and directors and in addition, performance-based options to its management upon closing of the ARYA Merger. The performance-based options will vest based both on achievement of certain market capitalization milestones and satisfaction of a four-year time-based vesting schedule, which provides for 25% vesting on the first anniversary of the vesting commencement date and quarterly vesting thereafter. The service-based options will vest based upon satisfaction of a four-year time-based vesting schedule, which provides for 25% vesting on the first anniversary of the vesting commencement date and quarterly vesting thereafter. An aggregate of 3,278,000 performance-based options and 592,000 service options to purchase ordinary shares were granted to Immatics’ management and directors.

Additionally, key management personnel were participants in the share-based compensation plans of Immatics GmbH (2010 Plan and 2016 Plan). As part of the replacement awards issued in connection with the ARYA Merger (See Note 11), key management personnel received cash payments of €3.4 million, 417,415 converted options in Immatics N.V. and 750,076 matching stock options in Immatics N.V.

Additionally a cash payment of €1.0 million as well as the grant of 211,974 matching stock options to acquire shares in Immatics N.V. to the former Executive Chairman took place. Furthermore, Immatics N.V. issued 105,987 shares to the former Executive Chairman.

13. Financial Instruments

Set out below are the carrying amounts and fair values of the Group’s financial instruments that are carried in the interim condensed consolidated financial statements.

The carrying value of financial instruments such as cash and cash equivalents, deposits, accounts receivable and accounts payable approximate their fair value based on the short-term maturities of these instruments. The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values: All financial assets are categorized in Level 1 and therefore are valued using quoted (unadjusted) market prices. Except for the SARs, which are categorized at Level 2, all other financial liabilities are also categorized at Level 1.

14. Events occurring after the reporting period

The Group evaluated subsequent events for recognition or disclosure through September 3, 2020. On July 1, 2020, the Group closed the ARYA Merger as described in Note 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis is based on the financial information of Immatics Biotechnologies GmbH, together with its U.S. subsidiary, Immatics US, Inc. (“Immatics”, the “Company”, “we”, “our”). You should read the following discussion of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements for the three and six month periods ended June 30, 2020 and 2019 included in this interim report. You should also read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2019, and the notes thereto, which appear in our Registration Statement on Form F-1 filed on July 31, 2020 with the U.S. Securities and Exchange Commission (the “SEC”). The following discussion is based on the financial information of Immatics prepared in accordance with International Financial Reporting Standards (“IFRS”), which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. generally accepted accounting principles.

The following discussion and analysis of our financial condition and results of operations is referring to the unaudited interim condensed consolidated financial statements of Immatics as of June 30, 2020 and does not take into account the ARYA Merger (as defined below), which occurred on July 1, 2020.

Overview

We are a biotechnology company that is primarily engaged in the research and development of T cell redirecting immunotherapies for the treatment of cancer. Our therapeutic pipeline covering two complementary treatment modalities, Adoptive Cellular Therapy (“ACT”) and TCR Bispecifics is built from our proprietary target and T cell receptor (“TCR”) discovery engines XPRESIDENT and XCEPTOR. XPRESIDENT is equipped to identify cancer targets, expressed by cancer cells and not or to a far lesser extent by healthy cells. The respective cancer targets are fractions from proteins, peptides, which are bound to human leukocyte antigen (“HLA”) molecules and therefore are called peptide-HLA (“pHLA”) targets. pHLA targets are designed to overcome the current limitations in immuno-oncology by extending the target space significantly. Unlike CAR-T therapy and current antibody-based approaches, which can only target cell surface proteins, our technology also enables the identification of otherwise inaccessible intercellular protein targets and thus significantly increases the repertoire of cancer targets as the basis for potential immunotherapies. We believe that the elucidation of the extended target space gives us an advantage that we are leveraging to develop a pipeline of novel TCR-based product candidates via two complementary treatment modalities ACT and TCR Bispecifics, both of which have been designed to deliver robust and specific T cell responses against cancer cells in late stage and earlier stage solid cancer patients, respectively. For the autologous ACT approach, ACTengine, we are developing three clinical programs (IMA201, IMA202 and IMA203) in first in human trials and one preclinical program (IMA204). Our TCR Bispecific product candidates (IMA401 and IMA402) are still at preclinical development stage.

Since our incorporation, we have focused on developing our technologies and executing our preclinical and clinical research programs with the aim to deliver the power of T cells to cancer patients. We are a clinical stage company and have not yet marketed any products commercially. Our success depends on the successful development and regulatory approval of our products and our ability to finance our operations.

We have assembled a team of approximately 220 employees and have established several strategic collaborations with pharmaceutical companies, including agreements with Amgen Inc. (“Amgen”), Genmab A/S, (“Genmab”), Celgene Switzerland LLC (“BMS”) and GlaxoSmithKline plc (“GSK”).

We have raised approximately €378.5 million in total through private placements of securities and through licensing payments from our collaborators. After the closing of the ARYA Merger as defined below) on July 1, 2020, we raised an additional €230 million in proceeds from the private placement in Immatics N.V. as well as from funds held in ARYA’s trust account. These proceeds will be used for general corporate purposes.

Since incorporation, we have incurred significant operating losses. Net losses were €21.3 million and €6.7 million for the three months ended June 30, 2020 and 2019, respectively, and €29.9 million and €12.6 million, for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, our accumulated deficit was €262.5 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future.

We do not expect to generate revenue from our product candidates unless and until we successfully complete clinical development and obtain regulatory approval for such product candidates. If we seek to obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses.

As a result, we will require substantial additional funding to support our continued operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings, government funding arrangements, collaborations and marketing, distribution and licensing arrangements. We may be unable to raise additional funds or enter into such other arrangements on favorable terms, or at all. If we fail to raise capital or enter into such arrangements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our programs.

Because of the numerous risks and uncertainties associated with pharmaceutical development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and may be forced to reduce our operations.

Recent Developments

Business Impact of the COVID-19 Pandemic

Management is monitoring the global outbreak and spread of the novel strain of coronavirus (“COVID-19”) and has taken steps to identify and mitigate the adverse effects and risks to our company as a result of the pandemic. As a result, we have modified our business practices, including implementing work from home arrangements for employees able to perform their duties

remotely, restricting nonessential travel, and practicing safe social distancing in our laboratory operations. Management expects to continue to take such actions as may be required or recommended by government authorities or in the best interests of our employees and business partners.

The ongoing spread of COVID-19 may also negatively impact the Group’s ability to conduct clinical trials, including potential delays and restrictions on the Group’s ability to recruit and retain patients, principal investigators and healthcare employees. COVID-19 could also affect the operations of contract research organizations, which may also result in delays or disruptions in the supply of product candidates.

Due to COVID-19, we have also experienced delays in research activities performed under our collaboration agreements. Consequently, we recognized less revenue under these agreements during the three and six months ended June 30, 2020 than previously planned. Management believes that the decline in revenue associated with the delay in research activities is largely temporary, as the revenue is primarily associated with non-refundable upfront payments recognized on a cost-to-cost basis. COVID-19 may continue to impact the timing and amount of revenue recognized under these agreements in the future.

Management does not yet know the full extent of the potential impact of the COVID-19 pandemic on our business operations. We will continue to closely monitor its impact.

Completion of Business Combination with ARYA and Listing on Nasdaq

On March 17, 2020, Immatics entered into a definitive merger agreement with Arya Sciences Acquisition Corp. (“ARYA”), a special purpose acquisition company sponsored by Perceptive Advisors. The transaction, which closed on July 1, 2020, was structured through Immatics N.V., a Dutch public limited liability company. The merger (“ARYA Merger”) was effectuated in three principal steps:

Appointment of Cedrik Britten as Chief Medical Officer and announcement of the Board of Directors of Immatics N.V.

Cedrik Britten, MD, has been appointed as Chief Medical Officer effective June 1, 2020. He is responsible for the management and global development of Immatics’ clinical pipeline. In parallel, Carsten Reinhardt, MD, PhD, the current Chief Medical Officer at Immatics, assumed the newly created role as Chief Development Officer to lead our product development strategy. Dr. Reinhardt also continues to lead the development of TCR Bispecifics platform and pipeline and the Immunology and Translational Development functions at Immatics.

Stephen Eck, MD, PhD, the former Chief Medical Officer at Immatics US, Inc. in Houston, Texas, stepped down and remained with the Company until the end of June to support the transition. His responsibilities were assumed by Dr. Britten.

In July 2020 Michael Atieh, Paul Carter, Heather Mason and Adam Stone joined the Supervisory Board of Immatics N.V. Former board members of Immatics Biotechnologies GmbH, Christof Hettich, L.L.D. and Peter Chambré continue to serve as Supervisory Board member and Chairman of the Supervisory Board, respectively. These directors provide a range of experience and expertise which will be invaluable to our continued progress as a leader in TCR-based therapeutics.

Extension of exclusive access to three cGMP manufacturing suites and our collaboration with UTHealth

On August 6, 2020, we announced the extension of our cell therapy manufacturing collaboration with The University of Texas Health Science Center at Houston, in Houston, Texas that runs until the end of 2024. The collaboration grants us exclusive access to three state-of-the-art current Good Manufacturing Practice (“cGMP”) manufacturing suites at the Evelyn H. Griffin Stem Cell Therapeutics Research Laboratory, enabling Immatics personnel to continue production and supply of our specialized, cell-based product candidates for testing in multiple clinical trials conducted in the U.S. and Europe.

Clinical Trial Approval and Infusion of our First Genetically Engineered Cellular Product in Europe

On August 18, 2020 we announced the treatment of our first patient in the IMA202-101 trial in Europe following the Clinical Trial Application (“CTA,” the equivalent of an investigational new drug application (“IND”) approval by FDA) approval by Paul-Ehrlich-Institute (“PEI”), the regulatory body for cell and gene therapies in Germany. In addition, we have been granted regulatory approval by PEI to initiate another phase I clinical trial in Germany to evaluate safety, tolerability and initial signs of clinical efficacy of IMA203 and opened several clinical trial sites in Germany.

Components of Operating Results

Revenue from Collaboration Agreements

To date, we have not generated any revenue from the sale of pharmaceutical products. Our revenue has been solely derived from our collaboration agreements with Amgen, Genmab, BMS and GSK.

Our revenue from collaboration agreements consists of upfront payments as well as reimbursement of research and development expenses. Upfront payments are initially recorded on our statement of financial position as deferred revenue and are subsequently recognized as revenue on a cost-to-cost measurement basis in accordance with our accounting policy as described further in “Critical Accounting Policies and Significant Judgments and Estimates”.

As part of the collaboration arrangements, we grant exclusive licensing rights for the development and commercialization of future product candidates developed for specified targets defined in the respective collaboration agreement. We carry our research activities, including screening for off-target recognition of lead candidates using our proprietary technology and know-how, participate in joint steering committees, and prepare data packages. In each of our collaboration agreements, these commitments represent one combined performance obligation, because the research activities are mutually dependent and the collaborator is unable to derive significant benefit from our access to these targets without our research activities, which are highly specialized and cannot be performed by other organizations.

The collaboration agreements resulted in €186.6 million of up-front cash payments, intended to fund the research and development activities under each contract. As part of the agreements, we contribute our XPRESIDENT^® and other technologies as well as commit to participating in joint research activities. In addition, we agree to license certain target rights and the potential product candidates developed under the collaboration.

Under each of our collaboration agreements, we are entitled to receive payments for certain development and commercial milestone events, in addition to royalty payments upon successful commercialization of a product. The uncertainty of achieving these milestones significantly impacts on our ability to generate revenue.

Our ability to generate revenue from sales of pharmaceutical products and to become profitable depends on the successful commercialization of product candidates, by us or collaboration partners. In the foreseeable future, we do not expect revenue from product sales. To the extent that existing or potential future collaborations generate revenue, our revenue may vary due to many uncertainties in the development of our product candidates and other factors.

Research and Development Expenses

Research and development expenses consist primarily of personnel-related costs (including share-based compensation) for the various research and development departments, intellectual property (“IP”) expenses, facility-related costs and amortization as well as direct expenses for clinical and preclinical programs.

Our core business is focused on the following initiatives with the goal of providing novel immuno-oncology therapies:

Research expenses are defined as costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding. All research and development costs are expensed as incurred due to scientific uncertainty.

We expect our research and development expenses to increase substantially in the future as we advance existing and future proprietary product candidates into and through clinical studies and pursue regulatory approval. The process of conducting the necessary clinical studies to obtain regulatory approval is costly and time-consuming. We are increasing our headcount to support our continued research activities and development of our product candidates. Clinical studies generally become larger and more costly to conduct as they advance into later stages and, in the future, we will be required to make estimates for expense accruals related to clinical study expenses. At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of any product candidates that we develop from our programs. Our research and development programs are at an early stage. We must demonstrate our products’ safety and efficacy in humans through extensive clinical testing. We may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of our products, including but not limited to the following:

Clinical testing is very expensive, can take many years, and the outcome is uncertain. It could take several years before we learn the results from any clinical trial using ACT or TCR Bispecifics. The data collected from our clinical trials may not be sufficient to support approval by the U.S. Food and Drug Administration (“FDA”), European Medicines Agency (“EMA”) or regulatory authorities in other countries of our ACT- or TCR Bispecifics-based product candidates for the treatment of solid tumors. The clinical trials for our 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 our product candidates for commercial sale. If we fail to adequately demonstrate the safety and effectiveness of any product candidate under development, we may not receive regulatory approval for those product candidates, which would prevent us from generating revenues or achieving profitability.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs (including share-based compensation) for finance, legal, human resources, business development and other administrative and operational functions, professional fees, accounting and legal services, information technology and facility-related costs. These costs relate to the operation of the business, unrelated to the research and development function or any individual program.

Due to our planned substantial increase in research and development expenses, as explained above, we also expect that our general and administrative expenses will increase significantly. We expect to incur increased accounting, audit, legal, regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses associated with being a public company. We anticipate that the additional costs for these services will substantially increase our general and administrative expenses. Additionally, if and when a regulatory approval of a product candidate appears likely, we anticipate an increase in payroll and expenses as a result of our preparation for commercial operations.

Other Income

We receive income through government grants for specific research and development projects. We recognize grant income as we perform research and development activities specified by the grant agreements.

Other components of other income have historically been immaterial.

Financial Result

Financial result consists of both financial income and financial expense. Financial income results primarily from interest income on cash and foreign exchange gains. Our financial expense consists of interest expense related to lease liabilities and foreign exchange losses.

Results of Operations

The following table summarizes our consolidated statements of operations for each period presented:

Revenue from Collaboration Agreements

Revenue from collaboration agreements increased by €1.5 million, from €5.4 million for the three months ended June 30, 2019 to €6.9 million for the three months ended June 30, 2020. The increase resulted from the collaboration agreements with BMS and GSK, consummated in August and December 2019 respectively. Due to the COVID-19 pandemic, we experienced delays in research activities performed under the Amgen and Genmab collaboration agreements. As we recognize revenue under these contracts on a cost-to-cost model based on research activities, we recognized less revenue under the Amgen and Genmab agreements during the second quarter of 2020 than previously planned. Consequently, revenue recognized under the Genmab agreement decreased by €0.2 million and revenue recognized under the Amgen agreement decreased by €2 million. We believe that any decline in revenue associated with delayed research activities is largely temporary, because the revenue is primarily associated with non-refundable upfront payments.

We did not achieve any milestones or receive any royalty payments in connection with our collaboration agreements during the presented periods.

Revenue from collaboration agreements increased by €4.9 million, from €9 million for the six months ended June 30, 2019 to €13.9 million for the six months ended June 30, 2020. This increase primarily resulted from the new collaboration agreements with BMS and GSK, and partly offset by the decrease in revenue recognized under the Amgen and Genmab agreements as a result of delays in research activities due to the COVID-19 pandemic.

The following table summarizes our collaboration revenue for the periods indicated:

Research and Development Expenses

The following table summarizes our research and development expenses:

For the three months ended June 30, 2020, our research and development expenses were €16.6 million compared to €9.7 million for the three months ended June 30, 2019. The increase resulted primarily from the conversion of share-based awards related to the ARYA Merger. The conversion consisted of three components.

Approximately €4.8 million of the increase pertains to stock-based compensation expense. As part of the ARYA Merger, we modified share-based awards issued to employees of Immatics GmbH. As part of the modifications, holders of vested awards received cash and equity shares in Immatics N.V., resulting in a one-time expense of €4.5 million. Employees also received additional stock options and replacement awards for unvested awards under the old plans, which resulted in incremental expense of €0.3 million.

For the three months ended June 30, 2020, direct research and development expenses associated with our programs increased by €0.6 million due to increased preclinical and clinical work performed under the programs compared to three months ended June 30, 2019, especially an increase in Adoptive Cell Therapy expenses mainly due to the ramp-up of additional clinical trial sites in the U.S. and in Europe, the increase in TCR Bispecifics expenses related to the start of process development and optimization for GMP manufacturing for our TCER lead candidate IMA401 in spring 2020 and an increase in expenses related to collaboration agreements due to the start of the new collaborations with BMS and GSK that were signed in 2019.

Personnel-related research and development expenses excluding share-based compensation for the three months ended June 30, 2020 and 2019 were €4.3 million and €3.4 million, respectively. The increase was mainly a result of our increased research and development headcount. The increase of €0.6 million in other expenses for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 is due to an increase in IP expenses.

For the six months ended June 30, 2020, our research and development expenses were €28.8 million compared to €17.7 million for the six months ended June 30, 2019. The main increase resulted from the modification of share-based payment awards discussed above and contains the conversion effect of the vested parts of the stock-based compensation program that was converted as part of the ARYA Merger.

For the six months ended June 30, 2020, our direct research and development expenses associated with our programs increased by €1.6 million due to increased preclinical and clinical work performed under the programs compared to the six months ended June 30, 2019, especially an increase in Adoptive Cell Therapy expenses mainly due to the ramp-up of additional clinical trial sites in the U.S. and in Europe, the increase in TCR Bispecifics expenses related to the start of process development and optimization for GMP manufacturing for our TCER lead candidate IMA401 in spring 2020 and an increase in expenses related to collaboration agreements due to the start of the new collaborations with BMS and GSK that were signed in 2019.

Direct research expenses for the six months ended June 30, 2020 related to collaboration agreements. This increased due to the start of new collaborations with BMS and GSK that were signed in 2019. Direct research expenses related to Amgen and Genmab agreements were largely stable but less than planned due to COVID-19 related slowdowns in the collaborations.

Personnel related research and development expenses excluding share-based compensation for the six months ended June 30, 2020 and 2019 were €8.6 million and €6.6 million, respectively. This increase of €2.0 million was mainly a result of our increased research and development headcount. Facility related research and development expenses increased by €0.3 million, whereas depreciation expenses increased by €0.3 million due to higher investments as part of the Group’s growth strategy. The increase in other expenses for the six months ended June 30, 2020 compared to 2019 is mainly due to an increase in IP expenses.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2020 and 2019 were €10.1 million and €2.1 million, respectively. Approximately, €3.6 million of the increase resulted from the modification of share-based payment awards and contains the effect of the vested parts of the stock-based compensation program that was converted as part of the ARYA Merger as described above.

The remaining €4.3 million increase in general and administrative expenses for the three months ended June 30, 2020 compared to 2019 was primarily due to an increase in personnel related expenses (excluding the stock-based compensation) of €1.7 million, and an increase in professional and consulting fees of €2.5 million. Personnel related expenses increased mainly due to the growth in headcount in our finance, human resources, as well as IP and the communications functions as well as a payment to the former Executive Chairman as part of the ARYA Merger. The increase in professional and consulting fees resulted from an increase in accounting, audit and legal fees as well as costs associated with ongoing business activities and our preparations to operate as a public company.

General and administrative expenses for the six months ended June 30, 2020 and 2019 were €16.3 million and €4.4 million, respectively. Approximately €3.6 million of the increase resulted from the modification of share-based payment awards and contains the effect of the vested parts of the stock-based compensation program that was converted as part of the ARYA Merger as described above.

The remaining increase of €8.2 million in general and administrative expenses in the six months ended 2020 compared to 2019 was primarily due to an increase of professional and consulting fees of €5.2 million and personnel related expenses (excluding the stock-based compensation) of €2.7 million. Personnel related expenses increased mainly due to the growth in headcount in our finance, human resources and communications functions as well as a payment to the former Executive Chairman as part of the ARYA Merger. The increase in professional and consulting fees resulted from an increase in accounting, audit and legal fees as well as costs associated with ongoing business activities and our preparations to operate as a public company.

Other Income

Other income during the three months ended June 30, 2020 and 2019 was €0.1 million, respectively.

Other income during the six months ended June 30, 2020 and 2019 was €0.2 million and €0.1 million, respectively.

Financial Result

Financial result consists of both financial income and financial expense.

Financial income increased to €0.4 million for the three months ended June 30, 2020 compared to €0.1 million for the three months ended June 30, 2019. This increase of €0.3 million resulted primarily from an increase in interest income from short-term deposits. This increase is due to higher cash balances as well as short-term deposits, resulting from the upfront payments received as part of the collaboration agreements signed in 2019.

During the three months ended June 30, 2020, financial expenses amounted to €2.2 million, compared to €0.5 million during the three months ended June 30, 2019. This increase in financial expenses for the three months ended June 30, 2020 resulted primarily from foreign exchange losses of €1.7 million.

Financial income increased to €1.1 million for the six months ended June 30, 2020 compared to €0.9 million during the six months ended June 30, 2019. This increase of €0.2 million resulted primarily from an increase in interest income, which increased due to higher cash balances as well as short-term deposits, resulting from the upfront payments received as part of the collaboration agreements signed in 2019.

For the six months ended June 30, 2020 financial expenses amounted to €0.1 million compared to €0.5 million for the six months ended June 30, 2019. This decrease in financial expenses for the six months ended June 30, 2020 consisted primarily of reduced foreign exchange losses.

Liquidity and Capital Resources

Sources of Liquidity

We have historically funded our operations primarily from private placements of our ordinary shares and proceeds from collaborators.

As of June 30, 2020 and December 31, 2019, we had cash and cash equivalents of €86.1 million, and €103.4 million respectively. Cash and cash equivalents are invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation, and consist primarily of cash in banks and short-term deposits with an original maturity of between three and nine months.

The following table summarizes the primary sources and uses of cash for each period presented:

Operating Activities

We primarily derive cash from our collaboration agreements. Our cash used in operating activities are significantly influenced by our use of cash for operating expenses and working capital to support the business, in addition to the placement of cash and cash equivalents into short-term deposits, which do not meet the classification criteria of cash and cash equivalents in accordance with IAS 7 (“Statement of Cash Flows”).

We experienced net cash outflows from operating activities during the six months ended June 30, 2020 and 2019, resulting primarily to the net loss for the periods and working capital changes.

For the six months ended June 30, 2020, net cash used in operating activities of €11.7 million primarily resulted from a decrease in working capital of €15.3 million combined with a net loss of €29.9 million during the six months, partially offset by non-cash charges of €9.3 million. The decrease in working capital mainly resulted from a decrease in short-term deposits classified as other current assets, which decreased from €16 million as of December 31, 2019 to €0 as of June 30, 2020.

For the six months ended June 30, 2019, net cash used in operating activities of €5 million resulted from a net loss of €12.6 million during the six months, offset by a decrease in working capital of €5.1 million and non-cash charges of €2.5 million. The decrease in working capital mainly resulted from a decrease in other assets of €13.1 million, resulting from a decrease of cash held in short-term deposits that previously did not meet the requirement of cash and cash equivalents according to IAS 7, and partially offset by a decrease in accounts payable and other current liabilities of €8.4 million primarily related to the recognition of deferred revenue from upfront payments.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2020 was €4.6 million, mainly due to payments related to new equipment related to our new laboratory space, computer, office and other laboratory equipment.

Net cash used in investing activities for the six months ended June 30, 2019 was €1.1 million, which is primarily attributable to the acquisition of new laboratory and computer equipment.

The increase in investing activities reflects the increase in our research and development activities. We intend to use the additional lab space and acquired equipment to expand our research and development efforts especially with regards to our clinical pipeline candidates in ACTengine as well as our preclinical pipeline candidates in TCER Bispecifics.

Financing Activities

During the six months ended June 30, 2020 and 2019 net cash used in financing activities was €1.2 million and €0.9 million respectively, resulting entirely from the payment of the principal portion of lease liabilities.

Operation and Funding Requirements

Historically, we have incurred significant losses due to our substantial research and development expenses. We have an accumulated deficit of €262.5 million as of June 30, 2020 and of €233.2 million as of December 31, 2019. We expect to continue to incur significant losses in the foreseeable future and expect our expenses to increase in connection with our ongoing activities, particularly as we continue our research and development, and clinical activities of our product candidates. In addition, we expect to incur additional costs associated with operating as a public company. Our expenses will also increase if, and as, we:

We are subject to all the risks related to the development and commercialization of pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. We believe that our cash and cash equivalents will be sufficient to enable us to fund our operating expenses and capital expenditure requirements at least for the next 12 months. Our forecast of sufficient financial runway to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary because of other factors. We have based this estimate on assumptions that may prove to be wrong, and or could utilize our available capital resources sooner than we currently expect. We will need to obtain additional financing to fund our future operations, including, completing the development and commercialization of our product candidates. Our future funding requirements will depend on many factors including, but not limited to:

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans.

Until we can generate sufficient product or royalty revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements as well as grant funding. We will use the proceeds from the private placement, together with the proceeds received from the ARYA trust account, for general corporate purposes.

If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights. Further, to the extent that we raise additional capital through the sale of ordinary shares or securities convertible or exchangeable into ordinary shares, our shareholders’ ownership interest will be diluted. If we raise additional capital through debt financing, we would be subject to fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding on favorable terms when needed, we may have to delay, reduce the scope of or terminate one or more of our research and development programs or clinical trials.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 31, 2019 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods:

We have lease agreements for land and buildings in our locations in Tübingen and Munich, Germany, and Houston, Texas, which will expire between 2020 and 2026, respectively. In addition, we have various leases for equipment and cars, which will expire in 2022. The amounts in the table above represent our fixed contractual lease obligations and do not include the optional extensions.

In addition to the above obligations, we enter into a variety of agreements and financial commitments in the normal course of business. The terms generally provide us with the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services. However, it is not possible to predict the maximum potential amount of future payments under these agreements due to the conditional nature of our obligations, and the unique facts and circumstances involved in each agreement.

Critical Accounting Policies and Significant Judgments and Estimates

Our unaudited interim condensed consolidated financial statements for the three and six month periods ended June 30, 2020 and 2019, respectively, have been prepared in accordance with International Accounting Standard 34 (Interim Financial Reporting), as issued by the International Accounting Standards Board. The preparation of the consolidated financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the value of assets and liabilities, as well as contingent assets and liabilities, as reported on the balance sheet date, and revenues and expenses arising during the fiscal year. The main areas in which assumptions, estimates, and exercising of discretion are appropriate, relate to revenue recognition, research and development expenses, share-based compensations, and income taxes. We based our assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control. Hence, our estimates may vary from the actual values.

We believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition for Collaboration Agreements

We recognize revenue through collaboration and license agreements and reimbursement for research and development costs.

Under our collaboration and license agreements, we may receive up-front licensing payments, milestone payments and reimbursement of research and development expenses. Such collaboration agreements also include licenses of certain of our intellectual property to the respective collaborators. As these agreements comprise several commitments, it must be assessed whether these commitments are capable of being distinct within the context of the contract. For each of our four collaboration agreements, we determined that the commitments included in each agreement represented single combined performance obligations, with a single measure of progress. The performance obligation is accounted for as a performance obligation satisfied over time on a cost-to-cost basis, as our customer simultaneously receives and consumes the benefit from our performance. Up-front licensing payments and reimbursement for development expenses are initially deferred on our statement of financial position and subsequently recognized as revenue over time as costs are incurred.

Milestone payments are generally included in the transaction price at the amount stipulated in the respective agreement and recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, no milestone has been included in the transaction price and recognized into revenue.

Research and Development Expenses

Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, manufacturing expenses and external costs of vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology.

All patent-related costs incurred in connection with filing and prosecuting patent applications are classified as research and development expenses and expensed as incurred due to the uncertainty about the recoverability of the expenditure.

Share-Based Compensation

Immatics GmbH has share-based compensation plans, which issue SARs and tandem awards (consisting of either a SAR or a stock option) issued to employees. For these plans, we applied a Black Scholes pricing model to estimate the fair value share-based awards.

We determined the value of the share-based awards with the assistance of a third party valuation specialist using certain assumptions, such as share price volatility, the determination of an appropriate risk-free interest rate, expected dividends and the probability of reaching certain exercisability criteria. Expected volatility of the equity plan of was determined by calculating the historic volatility in share prices of peer companies within the biotechnology industry and the expected life in the model has been adjusted, based on our management’s best estimate, for the effects of non-transferability and exercise restrictions.

The exercisability is dependent on our estimated combined probability of exit events. We discounted the fair values of the share-based awards based on these assumed probabilities of the awards becoming exercisable. The present value of the probability-weighted fair value under all scenarios represents the value of the share-based awards.

Income Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Currently, all tax loss carryforwards are fully reserved due to management judgement regarding the future profitability of the company.

Recently Issued and Adopted Accounting Pronouncement

For information on the standards applied for the first time as of January 1, 2020 and 2019 please refer to our consolidated financial statements as of December 31, 2019.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various risks in relation to financial instruments, including liquidity risk and currency risk. Our risk management is governed by our Executive Committee. We do not engage in the trading of financial assets for speculative purposes. The most significant financial risks to which we are exposed include the risks discussed below.

Our principal financial instruments are comprised of cash, cash equivalents and fixed-term deposits. The main purpose of these financial instruments is to invest the proceeds of capital contributions and upfront payments from collaboration agreements. We have various other financial instruments such as other receivables and trade accounts payable, which arise directly from our operations.

In accordance with our internal guidelines, we do not trade in derivatives. The main risks arising from our financial instruments are interest rate risk, liquidity risk and currency exchange risk. The Executive Committee reviews and agrees to policies for managing these risks as summarized below. We also monitor the market price risk arising from all financial instruments.

Interest rate risk

Our exposure to changes in interest rates relates to investments in deposits and to changes in the interest for overnight deposits. Changes in the general level of interest rates may lead to an increase or decrease in the fair value of these investments.

Regarding the liabilities shown in the statement of financial position, we are currently not subject to interest rate risks.

Credit risk

Financial instruments that potentially subject us to concentrations of credit and liquidity risk consist primarily of cash, cash equivalents, deposits and accounts receivable. Our cash, cash equivalents and deposits are denominated in Euros and U.S. Dollars. Cash, cash equivalents and deposits securities are maintained with two high-quality financial institutions in Germany and one in the U.S.

We continually monitor our positions with, and the credit quality of, the financial institutions and corporations which are counterparts to our financial instruments and we do not anticipate non-performance. The maximum default risk corresponds to the carrying amount of the financial assets shown in the statement of financial position. We monitor the risk of a liquidity shortage. The main factors considered here are the maturities of financial assets as well as expected cash flows from equity measures.

Currency risk

Currency risk shows the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. In particular, it poses a threat if the value of the currency in which liabilities are priced appreciates relative to the currency of the assets. Our business transactions are generally conducted in Euros and U.S. Dollars. Our Finance Department regularly analyzes currency risks and aims to match U.S. Dollar cash inflows with U.S. Dollar cash outflows wherever possible.

Our cash and cash equivalents were €86.1 million and €103.4 million as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, approximately 94% of our cash and cash equivalents were held in Germany, of which approximately 39% were denominated in Euros and 61% were denominated in U.S. Dollars. The remainder of our cash and cash equivalents are held in the U.S. and denominated in U.S. Dollars.

Liquidity risk

We continuously monitor our risk to a shortage of funds. Our objective is to maintain a balance between continuity of funding and flexibility through the use of capital increases. We concluded that our liquidity risk is moderate.

Internal Controls over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with the audit of our consolidated financial statements for the year ended December 31, 2019, we identified material weaknesses in our internal controls related to (i) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience, (ii) clearly defined control processes, roles and segregation of duties within our finance and accounting functions, and (iii) the design and operating effectiveness of IT general controls for information systems that are significant to the preparation of our consolidated financial statements. We are developing a remediation plan designed to address these material weaknesses and other existing deficiencies. In addition, we have, and are in the process of, recruiting, hiring, and retaining additional financial reporting personnel to develop and implement appropriate internal controls and reporting procedures.

OTHER INFORMATION

Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Risk Factors

There have been no material changes from the risk factors described in the section titled “Risk Factors” in in our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on July 31, 2020.

Exhibit 99.2

PRESS RELEASE

Immatics Announces Second Quarter 2020

Financial Results and Business Update

Tuebingen, Germany and Houston, TX, September 3, 2020 – Immatics N.V. (NASDAQ: IMTX; “Immatics”), a clinical-stage biopharmaceutical company active in the discovery and development of T cell redirecting cancer immunotherapies, today reported financial results for the second quarter of 2020 and provided a corporate update.

“We have achieved a significant milestone as an organization in the last months with our successful listing on NASDAQ, securing the capital needed for Immatics to reach several critical inflection points in our mission to deliver the power of T cells to cancer patients,” said Harpreet Singh, Ph.D., CEO of Immatics. “The second quarter is notable for the expansion of our clinical ACTengine programs in Europe as well as for bringing forward our preclinical and partnered programs. We have strengthened our internal leadership and our board, all of which places us in a strong position to achieve our clinical and operational goals for 2020 and 2021.”

Second Quarter 2020 and Subsequent Company Progress

Adoptive Cell Therapy Programs

TCR Bispecifics Programs

Next Generation Adoptive Cell Therapies

Business Update

COVID-19 Impact

Corporate Development

Transaction and NASDAQ Listing Summary

Management and Board of Directors Updates

Partnerships and Alliances