What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-19 · 181 added, 189 removed, 686 unchanged (35% of the section changed)

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Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025 to ensure the timely disclosure of required information in our SEC filings.

Management’s Report on Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting.

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Other Information

During the quarter ended June 30, 2024, entities in which one of our directors has an indirect pecuniary interest that is reportable under Section 16 of the Exchange Act, adopted a Rule 10b5-1 trading plan, which is set forth in the table below.

During the quarter ended December 31, 2025, three of our executive officers adopted Rule 10b5-1 trading plans, which are set forth in the table below.

Name and Position

Adoption/Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares of Common Stock to be Sold

Expiration Date

Isaac Barchas ,

Total Shares of

Robert Lechleider , Chief Medical Officer

December 24, 2025

December 31, 2026

Jack Higgins , Chief Scientific Officer

December 19, 2025

December 31, 2026

Max Rosett , Chief Financial Officer

December 26, 2025

September 30, 2026

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3) The Rule 10b5-1 trading plan was adopted by Arsenal Bridge Venture II, LLC, or ABV II, and Arsenal Bridge Venture II-B LLC, or ABV II-B.

Barchas is a co-founder and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABV II and ABV II-B.

Barchas disclaims beneficial ownership of the shares covered by the Rule 10b5-1 trading plan, except to the extent of his pecuniary interest, if any.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Form of Incentive Stock Option and Option Agreement for the Amended and Restated 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed on September 9, 2020).

Amended and Restated 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed on September 9, 2020).

2020 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 9, 2023).

Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise for the 2020 Equity Incentive Plan.

Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise for the 2020 Equity Incentive Plan (incorporated by reference in Exhibit 10.7 to our Annual Report on Form 10-K filed on March 19, 2025).

2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No.

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Immunome, Inc.

2024 Inducement Plan and Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder.

2024 Inducement Plan, as amended, and Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference in Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 6, 2025).

Inducement Non-Qualified Stock Option Agreement, dated June 28, 2023, by and between the Company and Clay B.

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and Phil Tsai (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 12, 2024).

Relocation Offer Letter dated January 20, 2025, by and between the Company and Max Rosett (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025).

Third Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed November 9, 2023).

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Amendment #1 to Master License Agreement, by and between Morphimmune, Inc.

and Purdue Research Foundation, dated October 16, 2024.

and Purdue Research Foundation, dated October 16, 2024 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K filed on March 19, 2025).

License Agreement dated November 29, 2017, by and between the Company (as assignee) and Bristol-Myers Squibb Company, as amended.

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2 to License Agreement, dated August 7, 2024, by and between the Company and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 13, 2024).

Lease dated October 5, 2023, by and between the Company and Nitrogen Propco 2020, L.P., as amended by the First Amendment to Lease dated May 13, 2024, and as amended by the Second Amendment to Lease dated December 16, 2024 (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed on March 19., 2025).

Third Amendment to Lease made and entered into on June 11, 2025 by and between Nitrogen Propco 2020, L.P.

and the Company (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 6, 2025).

Lease dated December 16, 2024, by and between the Company and Nitrogen Propco 2020, L.P.

(incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on March 19, 2025).

First Amendment to Lease made and entered into on June 11, 2025 by and between Nitrogen Propco 2020, L.P.

and the Company (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 6, 2025).

Amended and Restated Insider Trading Policy.

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K filed March 28, 2024).

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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March 3, 2026

Siegall Ph.D.

Siegall, Ph.D.

/s/ Clay Siegall

Clay Siegall, Ph.D.

President and Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Clay B.

Siegall, Ph.D.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Clay Siegall, Ph.D.

and Max Rosett, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated on behalf of the Registrant.

/s/ Clay Siegall

President, Chief Executive Officer and Director

March 3, 2026

Siegall Ph.D.

Clay Siegall, Ph.D.

( Principal Executive Officer )

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Isaac Barchas, J.D.

/s/ Jean-Jacques Bienaime

/s/ Jean-Jacques Bienaimé

March 3, 2026

Jean-Jacques Bienaime

Jean-Jacques Bienaimé

/s/ James Boylan

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Carol Schafer

/s/ Sandra Swain

/s/ Sandra M.

March 3, 2026

Sandra Swain, M.D.

/s/ Philip Wagenheim

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Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent R egistered Public Accounting Firm

To the Shareholders and the Board of Directors of Immunome, Inc.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued and Prepaid Research and Development Expenses

Description of the Matter

As described in Note 2 to the consolidated financial statements, the Company records research and development expenses as incurred.

The Company records accrued and prepaid expenses for preclinical, clinical trial, and other research and development activities pursuant to contracts with third-party vendors that perform these services on its behalf.

At December 31, 2025, the Company recorded accrued and prepaid research and development expenses, which are included in accrued expenses and other current liabilities and prepaid expenses and other current assets, respectively, on the consolidated balance sheet.

These amounts are recorded at the balance sheet date based upon estimates of the services provided but not yet invoiced, or services paid for but not yet provided.

Management determines the estimates by reviewing contracts, vendor agreements and purchase orders with third parties, and through discussions with third-party vendors as to the progress or stage of completion of the services.

Auditing the Company’s accrued and prepaid research and development expenses is challenging because of the judgment applied by management to determine the progress or stage of completion of the activities under the Company's research and development agreements and the cost and extent of work performed during the reporting period by contracted third-party vendors.

How We Addressed the Matter in Our Audit

To test the accrued and prepaid research and development expenses, our audit procedures included, among others, reviewing a sample of contracts, vendor agreements and purchase orders with third-party vendors to corroborate key financial and contractual terms.

To assess the completeness and accuracy of the inputs used by management in calculating the accrued and prepaid research and development expenses, our audit procedures included, on a sample basis, confirming certain data directly with third parties and corroborating the progress of research and development activities with the Company’s clinical personnel.

To evaluate the completeness of the accruals and existence of the prepaids, we also examined subsequent invoices from the third parties and cash disbursements to the third parties, to the extent such invoices were received, or payments were made, prior to the date that the consolidated financial statements were issued.

/s/ Ernst & Young LLP

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(in thousands, except share and per share amounts)

December 31, 2025

December 31, 2024

Current assets:

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Total current liabilities

Deferred revenue, non-current

Operating lease liabilities, net of current portion

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ equity:

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Comprehensive loss:

Unrealized gain on marketable securities

Unrealized (loss) gain on marketable securities

Comprehensive loss

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Stockholders'

Balance at December 31, 2022

Share-based compensation expense

Issuance of common stock under prior ATM, net of $ 1 of issuance costs

Issuance of common stock

Issuance of common stock for PIPE transaction, net of $ 9,000 of issuance costs

Issuance of common stock and stock-based equity awards for Morphimmune merger

Vesting of restricted stock awards

Exercise of stock options

Unrealized gain on marketable securities

Income (Loss)

Balance at December 31, 2023

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Balance at December 31, 2024

Share-based compensation expense

Issuance of common stock for public offering, net of commissions and offering costs of $ 38,901

Issuance of common stock under ATM, net of $ 973 of issuance costs

Exercise of stock options

Unrealized loss on marketable securities

Balance at December 31, 2025

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

IMMUNOME, INC.

Consolidated Statements of Cash Flows

Consolidated Statem ents of Cash Flows

(in thousands)

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Share-based compensation expense

Charge for purchase of in-process research and development assets

Loss on disposal of property and equipment

Charge for purchase of in-process research and development assets, including upon achievement of milestones

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Purchases of in-process research and development assets

Purchases of marketable securities

Cash acquired in connection with Morphimmune merger, net of transaction costs

Maturities of marketable securities

Purchases of marketable securities

Purchases of property and equipment

Net cash used in investing activities

Purchases of in-process research and development assets

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from public offering

Proceeds from public offerings

Proceeds from issuances of common stock under ATM

Payment of offering costs

Proceeds from PIPE transaction

Proceeds from exercise of stock options

Proceeds from exercise of common stock warrants

Proceeds from issuance of common stock under ATM

Net cash provided by financing activities

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Supplemental disclosures of non-cash investing and financing activities:

Issuance of common stock and stock-based equity awards for the Morphimmune merger

Purchases of in-process research and development assets, including payments owed upon achievement of development milestones, in accounts payable and accrued expenses

Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities

Remeasurement of operating right-of-use asset and lease liability due to lease modification

Offering costs in accounts payable and accrued expenses and other current liabilities

Issuance of common stock in exchange for in-process research and development assets

Net liabilities assumed from purchases of in-process research and development assets

Purchase of in-process research and development assets in accounts payable and accrued expenses

Right-of-use assets obtained in exchange for operating lease liabilities

Remeasurement of operating right-of-use asset and lease liability due to lease modifications

Issuance of common stock to certain board of directors in lieu of accrued compensation

Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities

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

IMMUNOME, INC.

Notes to Consolidated Fi nancial Statements

Notes to Consolidat ed Financial Statements

Nature of the business

Immunome, Inc., or the Company or Immunome, a clinical-stage targeted oncology company committed to developing targeted therapies designed to improve outcomes for cancer patients.

Immunome, Inc., or the Company or Immunome, is a biotechnology company committed to the development of first-in-class and best-in-class targeted oncology therapies.

Since its inception, the Company has devoted substantially all its resources to research and development, raising capital, building its management team, extending its intellectual property portfolio, and executing strategic partnerships and transactions.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, risks associated with research, development, and manufacturing activities, uncertain results of preclinical and clinical testing, development of new technological innovations and products by competitors, dependence on key personnel, partners and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of products and the ability to secure additional capital to fund operations.

On October 2, 2023, the Company completed its merger with Morphimmune Inc., or Morphimmune, a preclinical biotechnology company focused on developing targeted oncology therapies, and Morphimmune became a wholly owned subsidiary of Immunome.

The Company has incurred significant operating losses since inception and expects to continue to incur losses from operations for the foreseeable future as it pursues development of its therapeutic candidates and other programs.

As of December 31, 2024, the Company had an accumulated deficit of $ 515.8 million, cash and cash equivalents of $ 143.4 million and marketable securities of $ 74.0 million.

The Company is subject to risks and uncertainties common to companies in the biotechnology industry at Immunome's stage including, but not limited to, risks associated with research, development, and manufacturing activities, uncertain results of preclinical and clinical testing, development of new technological innovations and products by competitors, dependence on key personnel, partners and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of products and the ability to secure additional capital to fund operations.

As of December 31, 2025 , the Company had an accumulated deficit of $ 728.2 million, and cash and cash equivalents of $ 653.5 million.

The Company has not generated any product revenue to date and does not expect to generate product revenue until it successfully completes development and obtains regulatory approval for at least one of its product candidates.

Through December 31, 2024, the Company has funded its operations primarily through sales of equity securities and strategic partnerships and transactions as well as expense reimbursement s from a government contract that ended in 2022.

The Company expects that its existing cash, cash equivalents and marketable securities at December 31, 2024, together with the proceeds received from the 2025 Financing (see Note 13), will be sufficient to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Annual Report on Form 10-K.

Through December 31, 2025, the Company has funded its operations primarily through sales of equity securities.

The Company expects that its existing cash and cash equivalents at December 31, 2025 will be sufficient to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Annual Report on Form 10-K.

Beyond that date, the Company may need to raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements to achieve its longer-term business objectives.

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Restricted cash

Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with one of the Company’s leased facilities.

Cash will be released from restriction upon termination of the lease.

Restricted cash was $ 0.1 million at both December 31, 2024 and 2023.

Restricted cash represents collateral provided for letters of credit issued as a security deposit in connection with the Company’s leased facilities.

Cash will be released from restriction upon termination of the associated lease and satisfaction of any applicable termination conditions.

Restricted cash was $ 0.2 million as of December 31, 2025 and $ 0.1 million as of December 31, 2024 .

Marketable securities

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Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities.

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.

The Company maintains deposits in a financial institution in excess of government insured limits.

Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at a financial institution that management believes to be of high credit quality and the Company has not experienced any losses on these deposits.

Management also believes that the Company is not exposed to significant credit risk as it relates to marketable securities because the Company only invests in U.S government securities.

Property and equipment

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Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development, or IPR&D.

Acquired IPR&D that has no alternative future use is expensed immediately as a component of in-process research and development expense in the consolidated statements of operations and comprehensive loss.

Acquired IPR&D that has no alternative future use is expensed immediately as a component of IPR&D expense in the consolidated statements of operations and comprehensive loss.

In addition to upfront consideration, acquisitions of assets may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products.

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Contingent consideration payments in an acquisition of assets not required to be accounted for as a liability at fair value are recognized when the contingency is resolved and the consideration is paid or becomes payable.

Contingent consideration payments made prior to regulatory approval are expensed as incurred.

Contingent consideration payments made prior to regulatory approval are expensed as incurred, and recognized as a component of IPR&D expense in the consolidated statements of operations and comprehensive loss.

Impairment of long-lived assets

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Such payments are evaluated for current or long-term classification based on when such services are expected to be received.

In-licensing fees, development milestones, maintenance fees and other costs to acquire technologies utilized in research and development for product candidates that have not yet received regulatory approval and that are not expected to have alternate future use are expensed when incurred.

The Company estimates preclinical, clinical trial, and other research and development expenses based on the services performed pursuant to contracts with research institutions, contract manufacturing organizations, and third-party service providers that conduct and manage preclinical studies and clinical trials and perform research services on its behalf.

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Stock options outstanding

Common stock warrants

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment.

ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 and adopted interim requirements under ASU 2023-07 on January 1, 2025.

There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 11.

Recent accounting standards not yet adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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The amendments in this update are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company believes that the adoption of this ASU will not have a material impact on the consolidated financial statements.

The adoption of this ASU did not have a material impact on the consolidated financial statements.

Recent accounting standards not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This update will introduce changes to the timing of software cost capitalization based on likelihood of completion for all entities subject to the internal-use software guidance in Subtopic 350-40 and the guidance on website development costs in Subtopic 350-50.

The ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the timing of adoption and the impact of adoption on its financial statements and related disclosures.

Fair value measurement

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Money market funds

treasury securities

Marketable securities:

treasury securities

Total financial assets

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Total financial assets

The Company’s marketable securities consist of U.S.

treasury debt securities with a contractual maturity date of up to 6 months .

Collaboration agreement with AbbVie

In January 2023 , the Company entered into a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, pursuant to which the Company is using its discovery platform to discover and validate targets derived from patients with three specified tumor types, and antibodies that bind to such targets, which may be the subject of further development and commercialization by AbbVie.

Pursuant to the terms of the Collaboration Agreement, the Company granted AbbVie an exclusive option to purchase all rights to each novel target-antibody pair, or a Validated Target Pair or VTP, that the Company generates that meets certain mutually agreed criteria, up to a maximum of 10 in total, for all human and non-human diagnostic, prophylactic and therapeutic uses throughout the world, including the development and commercialization of certain products, or Products, derived from the assigned VTP.

AbbVie paid the Company a nonrefundable upfront payment of $ 30.0 million in January 2023 and will be required to pay certain additional platform access payments of up to $ 70.0 million in aggregate based on the Company’s use of its discovery platform in connection with activities under each stage of the research plan and delivery of VTPs to AbbVie.

If AbbVie exercises its option to purchase a VTP, then AbbVie will be required to pay an option exercise fee in the low single-digit millions for each of up to 10 VTPs for which it exercises an option.

For each Product, the Company is eligible to receive development and commercial based milestones of up to $ 120.0 million in the aggregate and sales milestones of up to $ 150.0 million in the aggregate for the achievement of specified levels of annual net sales.

The Company is also eligible to receive tiered royalties at percentage rates in the low single digits on annual net sales of any Products that are commercialized by AbbVie.

AbbVie’s obligation to pay royalties will terminate, on a Product-by-Product and country-by-country basis, upon the earlier of (a) the later of (i) 10 years following the first commercial sale for such Product in such country, or (ii) expiration of all valid claims of patent rights covering the Product in such country, and (b) the expiration of all applicable regulatory exclusivities for such Product in such country.

AbbVie may terminate the Collaboration Agreement at any time for convenience upon a specified period of prior written notice.

In January 2023, the Company entered into a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, pursuant to which AbbVie paid the Company a nonrefundable upfront payment of $ 30.0 million in exchange for the Company using its discovery platform to discover and validate targets derived from patients with three specified tumor types, and antibodies that bind to such targets, which may be the subject of further development and commercialization by AbbVie.

Pursuant to the terms of the Collaboration Agreement, the Company granted AbbVie an exclusive option to purchase all rights to each novel target-antibody pair, or a Validated Target Pair or VTP, that the Company generates, up to a maximum of 10 in total, which AbbVie may use to develop and commercialize certain products derived from the assigned VTP .

The Company determined that the Collaboration Agreement represents a contract with a customer and consists of one performance obligation to provide research and development services, or R&D services, to AbbVie.

The Company evaluated the options to continue the R&D services and options to purchase licenses to each VTP and concluded that these options did not represent material rights.

The Company determined the initial transaction price of the single performance obligation to be $ 30.0 million, as the variable consideration for additional R&D services, option exercise payments and development milestone payments are all subject to constraint at contract inception.

At each reporting period, the Company will reevaluate the variable consideration subject to constraint and, if necessary, will adjust its estimate of the overall transaction price.

For the sales-based royalties, the Company will recognize revenue when the related sales occur.

Revenue from the Collaboration Agreement will be recognized over the estimated performance of the R&D services using the cost-to-cost input method which the Company believes best depicts the transfer of control to the customer.

Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the performance obligation.

The Company determined the initial transaction price of the single performance obligation to be $ 30.0 million, as the variable consideration for additional R&D services, option exercise payments and development milestone payments were all subject to constraint at contract inception.

Revenue from the Collaboration Agreement was recognized over the estimated performance of the R&D services using the cost-to-cost input method which the Company believed best depicted the transfer of control to the customer.

Under the cost-to-cost input method, the extent of progress towards completion was measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the performance obligation.

The Company recognized collaboration revenue of $ 6.9 million and $ 9.0 million for the years ended December 31, 2025 and 2024, respectively.

As of June 30, 2025, the Company had recognized all remaining revenue and costs associated with its performance obligation under the agreement.

The Collaboration Agreement terminated pursuant to its terms in July 2025.

The following table summarizes the change in deferred revenue (in thousands):

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Balance at the end of the period

As of December 31, 2024, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated remaining research and development period of approximately 0.5 years.

Balance sheet components

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Depreciation and amortization expense was $ 2.5 million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively.

Construction in progress is not depreciated until the related assets are placed in service.

Construction in progress consists primarily of costs related to the build-out office and laboratory facilities.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Research and development

Compensation and related benefits

Severance accruals

Professional services and consulting

Development milestones

Manufacturing expenses

Clinical development expenses

Operating lease liabilities, current portion

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The cost attributable to the IPR&D was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024 since the acquired IPR&D had no alternative future use.

Under the Ayala Purchase Agreement, the Company will be required to pay Ayala up to $ 37.5 million in the aggregate upon the achievement of certain development, regulatory and commercial milestone events.

In December 2025, the Company achieved a $ 10.0 million development milestone pursuant to the Ayala Purchase Agreement, which was accounted for as IPR&D expense in the Company's consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

The $ 10.0 million milestone payment owed to Ayala is accrued as of December 31, 2025 in accrued expenses and other current liabilities on the consolidated balance sheet.

Under the Ayala Purchase Agreement, the Company may pay Ayala up to an additional $ 27.5 million in the aggregate upon the achievement of certain future regulatory and commercial milestone events.

Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable.

Zentalis Pharmaceuticals

On January 5, 2024, the Company entered into a license agreement with Zentalis Pharmaceuticals, Inc., or the Zentalis License Agreement, pursuant to which the Company received an exclusive, worldwide, royalty-bearing, sublicensable license under certain intellectual property relating to Zentalis’ proprietary ADC platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights, or, collectively, the Zentalis Licensed Assets.

As upfront consideration for the license, the Company paid to Zentalis $ 15.0 million in cash and issued to Zentalis 2,298,586 unregistered shares of its common stock at an aggregate fair value of $ 23.4 million.

The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on January 5, 2024 of $ 11.12 per share less a discount of 8.5 % related to unregistered share restrictions.

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset.

The consideration paid to acquire the license and intellectual property rights, which included transaction costs of $ 0.2 million, was immediately recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2024 since the acquired IPR&D had no alternative future use.

On October 25, 2024, the Company and Zentalis entered into an asset purchase agreement, or the Zentalis Purchase Agreement, pursuant to which the Company purchased the Zentalis Licensed Assets that were licensed to the Company under the then-existing Zentalis License Agreement dated January 5, 2024, together with all the customary rights and obligations of a sole owner, or the Zentalis Asset Purchase.

Upon the closing of the Zentalis Asset Purchase, the Zentalis License Agreement was terminated in its entirety, including the termination of all of the Company’s contingent milestone and royalty payment obligations.

Certain accrued rights and obligations of the parties survive the closing of the Zentalis Asset Purchase.

As consideration for the Zentalis Asset Purchase, the Company issued to Zentalis 1,805,502 unregistered shares of its common stock at an aggregate fair value of $ 21.0 million.

The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on October 25, 2024 of $ 12.11 per share less a discount of 4.0 % related to unregistered share restrictions.

The consideration paid to Zentalis for the Zentalis Asset Purchase was immediately recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

The Company is also obligated to pay Zentalis a one-time payment of $ 5.0 million in cash upon the achievement of a developmental milestone that was previously a milestone under the Zentalis License Agreement.

As of December 31, 2024, the Company has achieved the developmental milestone and has accrued $ 5.0 million within accrued expenses and other current liabilities on the consolidated balance sheet since the related contingency is resolved and the milestone consideration is payable.

On October 2, 2023, the Company completed its merger with Morphimmune, or the Merger, and acquired all of the outstanding equity interests of Morphimmune in exchange for 8,835,710 shares of the Company's common stock, based upon an exchange ratio of 0.3042 shares of the Company’s common stock for each outstanding share of Morphimmune capital stock.

Under the terms of the Agreement and Plan of Merger and Reorganization dated as of June 28, 2023, the Company assumed Morphimmune’s 2020 Equity Incentive Plan and all outstanding options to purchase shares of Morphimmune capital stock were converted into 2,472,563 options to purchase shares of the Company’s common stock with a weighted average exercise price of $ 1.29 per share.

All other terms and conditions associated with these options, including vesting and exercisability, are governed by the original terms and conditions of the Morphimmune 2020 Equity Incentive Plan.

The Company accounted for the acquisition of Morphimmune as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in two programs that were grouped as a single identifiable IPR&D asset.

The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $ 88.0 million, which included direct transaction costs of $ 0.8 million.

The consideration paid consisted of $ 72.5 million of the Company’s common stock based on the closing stock price on October 2, 2023 of $ 8.20 per share and $ 14.7 million related to the value of Morphimmune’s share-based awards assumed by Immunome as of the same date.

The cost of the acquisition allocated to the acquired IPR&D of $ 80.8 million was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 since the acquired IPR&D had no alternative future use.

The consideration paid and the relative fair values of assets acquired and liabilities assumed were as follows (in thousands):

Common stock issued to Morphimmune shareholders

Share-based equity awards allocated to consideration paid

Transaction costs

Consideration paid

Assets acquired:

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment

In-process research and development

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Total liabilities assumed

Net assets acquired

Bristol-Myers Squibb

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The fair value of the common stock issued to BMS was based on the closing stock price of the Company’s common stock on August 7, 2024 of $ 12.46 per share less a discount of 6.0 % related to unregistered share restrictions.

The consideration paid to BMS to amend the BMS License Agreement was immediately recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

The consideration paid to BMS to amend the BMS License Agreement was immediately recognized as IPR&D expense.

Zentalis Pharmaceuticals

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset.

Certain accrued rights and obligations of the parties survive the closing of the Zentalis Asset Purchase.

As consideration for the Zentalis Asset Purchase, the Company issued to Zentalis 1,805,502 unregistered shares of its common stock at an aggregate fair value of $ 21.0 million.

The Company was also obligated to pay Zentalis a one-time payment of $ 5.0 million in cash upon the achievement of a developmental milestone, which was achieved in December 2024 and paid during the year ended December 31, 2025.

The related liability was accrued within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2024.

Other asset acquisitions and license agreements

The Company has entered into various other asset purchase and license agreements to further acquire, discover, develop and commercialize certain technologies and treatments.

During the year ended December 31, 2024, the Company paid total consideration of $ 10.8 million under these other agreements, including upfront fees and transaction costs, which was recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss since the acquired IPR&D had no alternative future use.

The Company has entered into or assumed various other asset purchase and license agreements to further acquire, discover, develop and commercialize certain targets, technologies and treatments.

There was no IPR&D expense under these agreements for the year ended December 31, 2025.

During the year ended December 31, 2024 , the Company incurred upfront fees and transaction costs of $ 10.8 million under these other agreements, which were recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss since the acquired IPR&D had no alternative future use.

Under the terms of these agreements, the Company may need to pay certain development, regulatory, and commercial milestones payments and royalties on product sales, if any.

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Royalty payments will be expensed in the period in which the underlying revenues are earned.

As of December 31, 2024, the Company has achieved certain milestones under these agreements and has accrued $ 0.8 million within accrued expenses and other current liabilities on the consolidated balance sheet since the related contingency is resolved and the milestone consideration is payable.

The Company currently leases approximately 39,000 square feet of office and laboratory space in Bothell, Washington, including 15,000 square feet of space that was added in May 2024 and 10,000 square feet of space that was added in December 2024 under amended lease agreements.

In December 2024, the Company was granted a one-time tenant improvement allowance of $ 3.5 million which was considered payable by the lessor at the commencement date.

The Bothell lease also includes an expansion option to lease approximately 13,000 additional square feet of office and laboratory space with a $ 4.7 million tenant improvement allowance.

As of December 31, 2024 , the Company accrued $ 1.2 million within accrued expenses and other current liabilities on the consolidated balance sheet related to upfront license fees and the achievement of certain milestones under these agreements.

These amounts were subsequently settled during the year ended December 31, 2025 .

The Company currently leases approximately 53,000 square feet of office and laboratory space in Bothell, Washington, including 13,000 square feet of space that was added in June 2025 under amended lease agreements.

As part of the amended lease agreements, the Company has the right to receive tenant improvement allowances in the aggregate of up to $ 9.3 million for leasehold improvements, which are accounted for as lease incentives.

The Bothell lease expires on March 31, 2033, and includes two five-year renewal options that are not included in the lease term as it is not reasonably certain that they will be exercised.

The Company also leases approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania.

The Exton lease expires on March 31, 2025.

Supplemental balance sheet information related to leases was as follows (in thousands):

Operating leases:

Operating lease right-of-use assets

Operating lease liabilities, current portion

Operating lease liabilities, net of current portion

Total operating lease liabilities

Operating lease liabilities, current portion is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The Company also leased approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania.

The Exton lease expired on March 31, 2025.

The Company recorded operating lease expense of $ 1.0 million and $ 0.8 million for the years ended December 31, 2025 and 2024, respectively.

Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability.

The Company did not incur significant variable lease costs for the years ended December 31, 2024 and 2023.

The Company incurred variable lease costs of $ 0.4 million for the year ended December 31, 2025.

The Company did not incur significant variable lease costs for the year ended December 31, 2024.

Other information related to the Company’s operating leases was as follows:

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Stock options issued and outstanding under the Plans

Common stock warrants outstanding

Remaining shares available for issuance under the Plans

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Total reserved common stock

2024 Public Offering

In February 2024, the Company completed a public offering and issued 11,500,000 shares of its common stock at $ 20.00 per share, for net proceeds of $ 215.4 million, after deducting underwriting discounts and commissions and offering expenses.

2025 Public Offerings

In January 2025, the Company completed a public offering and issued 22,258,064 shares of its common stock at a price of $ 7.75 per share, for net proceeds of $ 161.7 million, after deducting underwriting discounts and commissions and offering expenses.

In December 2025, the Company completed a public offering and issued 21,418,750 shares of its common stock at a price of $ 21.50 per share, for net proceeds of $ 432.4 million, after deducting underwriting discounts and commissions and offering expenses.

2024 ATM Agreement

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In November 2024, the Company sold 2,030,431 shares of common stock under the 2024 ATM Agreement resulting in net proceeds of approximately $ 19.6 million.

Warrants to acquire shares of common stock

The Company had 500,000 issued and outstanding common stock warrants as of December 31, 2023 with an exercise price of $ 10.00 per share and an expiration date of April 28, 2024.

During the year ended December 31, 2024, warrants to purchase 373,057 shares of common stock were exercised for proceeds of $ 3.7 million and the remaining 126,943 common stock warrants expired unexercised.

No warrants were exercised during the year ended December 31, 2023.

No warrants were issued and outstanding as of December 31, 2024.

During the year ended December 31, 2025 , the Company sold 4,625,156 shares of common stock in two transactions under the 2024 ATM Agreement for gross proceeds of $ 45.9 million and net proceeds of approximately $ 44.9 million.

As of December 31, 2025 , the Company had sold an aggregate of 6,655,587 shares of common stock under the 2024 ATM Agreement for gross proceeds of $ 65.9 million and net proceeds of approximately $ 64.5 million, with approximately $ 134.1 million remaining available for future offerings.

2024 Public Offering

Share-based compensation

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On January 1, 2026, the number of shares available for future issuance under the 2020 Plan increased by 4,525,327 shares.

Stock options under the 2020 Plan typically last ten years unless the board of directors decides otherwise.

Stock options under the 2020 Plan typically have a contractual term of ten years unless the board of directors decides otherwise.

Vesting periods vary, typically ranging from one to four years for employees, officers, directors, and consultants.

Some options may vest faster in case of a change in control, as defined in the 2020 Plan.

On October 2, 2023, the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan, was assumed by the Company in conjunction with the Merger (Note 7).

In October 2023, the Company completed its merger with Morphimmune, Inc.

and assumed the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan.

There were 558,377 shares available for issuance under the Morphimmune Plan as of December 31, 2025.

2024 Inducement Plan

In October 2024, the Company adopted the 2024 Inducement Plan, or the 2024 Plan, to reserve 2,000,000 shares of the Company’s common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company.

In October 2024, the Company adopted the 2024 Inducement Plan, or the 2024 Plan, and reserved 2,000,000 shares of the Company’s common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company.

In May 2 025, the Compensation Committee of the Board of Directors of the Company approved an amendment to the 2024 Plan increasing the aggregate shares reserved under the 2024 Plan from 2,000,000 to 3,500,000 .

The terms and conditions of the 2024 Plan are substantially similar to the Company’s 2020 Plan.

As of December 31, 2025, there were 1,251,300 shares available for issuance under the 2024 Plan.

Stock options granted to Chief Executive Officer

On June 28, 2023, Clay Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock at an initial exercise price of $ 5.91 per share, or the Inducement Grant.

The options vest over time during Dr.

Siegall’s continued employment, which commenced on October 2, 2023, in connection with the closing of the Merger.

25 % of the options granted vest after one year of employment with the Company, and the remaining 75 % vest monthly over the 36 months immediately following the one-year anniversary.

Stock options granted for Chief Executive Officer

In June 2023, Clay Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock, or the Inducement Grant.

The Inducement Grant, the Morphimmune Plan, the 2024 Plan and the 2020 Plan are collectively referred to as the Plans.

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A summary of option activity under the Plans during the year ended December 31, 2025 is as follows:

exercise price

(in thousands)

Outstanding at December 31, 2024

( 1,443,809 )

Outstanding at December 31, 2025

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Total share-based compensation expense

Unrecognized compensation cost related to unvested options was $ 75.2 million as of December 31, 2024 and will be recognized over an estimated weighted-average period of 3.4 years.

Unrecognized share-based compensation related to stock options was $ 81.5 million as of December 31, 2025 and is expected to be recognized over a weighted-average period of 2.9 years.

Segment information

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The segment derives its current revenues from research and development collaborations.

The CODM assesses performance for the segment based on net loss, which is reported on the consolidated statement of operations and comprehensive loss as net loss.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The CODM assesses performance for the segment based on net loss, which is reported on the consolidated statements of operations and comprehensive loss as net loss.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, total expenses and research and development expenses by program.

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Direct research and development expenses (1)

Other direct research and development

Indirect research and development (2)

General and administrative (3)

Other segment expenses (4)

Total operating expenses

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Interest income

(1) Direct research and development expenses include external costs, such as costs related to manufacturing, outsourced research, product development, and clinical trial costs, including fees paid to investigators, consultants, central laboratories and CROs to specific product candidates.

(2) Indirect research and development expenses include personnel salary, benefit and share-based compensation costs, depreciation and amortization, laboratory materials and services, and certain overhead expenses.

(3) General and administrative expenses include personnel salary, benefit and share-based compensation costs, legal fees, professional fees for accounting, auditing, tax and consulting services, insurance costs, travel, depreciation and amortization, and certain overhead expenses.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Year Ended December 31,

(1) Direct research and development expenses include external costs, such as costs related to laboratory materials and services, manufacturing, outsourced research, product development, and clinical trial costs, including fees paid to investigators, consultants, central laboratories and CROs to specific product candidates.

(2) Indirect research and development expenses include certain overhead expenses, and personnel salary and benefit costs, excluding share-based compensation.

(3) General and administrative expenses include legal fees, professional fees for accounting, auditing, tax and consulting services, insurance costs, travel, depreciation and amortization, certain overhead expenses and personnel salary and benefit costs, excluding share-based compensation.

(4) Other segment expenses include non-cash share-based compensation costs and depreciation and amortization.

For the year ended December 31, 2025, the Company revised the presentation of its significant segment expense categories to align with how the CODM currently evaluates the Company's financial performance.

Prior period amounts have been reclassified to conform to the current year presentation.

A reconciliation of the federal income tax rate to the Company's effective tax rate for the year ended December 31, 2025 is as follows (amounts in thousands):

December 31, 2025

Federal tax benefit at statutory rate

State tax, net of federal benefit

Change in valuation allowance

Nontaxable or nondeductible items

Share-based compensation

Other nondeductible items

Research and development credits

Other tax credits

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2024 is as follows:

December 31, 2024

Federal tax benefit at statutory rate

State tax, net of federal benefit

Research and development credits

Share-based compensation

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The valuation allowance increased by $ 45.6 million and $ 66.9 million in 2025 and 2024, respectively, due to capitalized IPR&D expense, increase in net operating loss carryforwards and research and development tax credits, and deductible accrued expenses.

As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the "change in valuation allowance" line of the rate reconciliation table above.

The following table presents a reconciliation of the total change in the valuation allowance (in thousands):

Beginning balance

Change charged to income tax expense

Ending balance

Realization of the future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.

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These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

Based upon the evaluation of ownership changes through December 31, 2024, the Company believes that an ownership change likely occurred as a result of the Morphimmune transaction on October 2, 2023, that could limit the Company’s ability to utilize its net operating loss or research and development credit carryforwards.

The Company is currently in the process of updating their Section 382 study through December 31, 2025 to determine if any additional ownership changes have occurred since the Morphimmune transaction on October 2, 2023.

Any additional ownership changes could limit the Company's ability to utilize its net operating loss or research and development credit carryforwards and will be reflected in the carryforward amount once the Section 382 study is completed.

The Company has not generated taxable income or a current tax liability and has not utilized its net operating loss or research and development credit carryforwards as of December 31, 2025.

The "One Big Beautiful Bill Act" (OBBBA) enacted on July 4, 2025, introduced notable changes to the U.S.

Internal Revenue Code, including immediate expensing of domestic Section 174 costs.

Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique.

As previously required under the Tax Cuts and Jobs Act, the Company capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024.

With the enactment of OBBBA, the Company began deducting domestic Section 174 costs in 2025.

As of December 31, 2025, the Company had $ 277.2 million of federal and $ 97.0 million of state net operating loss carryforwards.

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As of December 31, 2025, there were no material interest and penalties on uncertain tax benefits.

The Company does not anticipate any significant changes to its unrecognized tax benefits in the next 12 months.

The Company filed income tax returns in the United States and Pennsylvania in all tax years since inception.

The tax years 2006 and beyond remain open to examination by these jurisdictions.

The Company filed income tax returns in the United States and multiple states.

Carryforward attributes generated in all years since inception remain subject to adjustment.

The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction for these years.

Subsequent events

On January 31, 2025, the Company completed a public offering of 22,258,064 shares of its common stock at a price of $ 7.75 per share.

The gross proceeds to the Company from the offering were $ 172.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures