Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine and Sa fety Disclosures
Not applicable.
Item 5. Oth er Information
The following table describes for the three months ended March 31, 2026 each trading arrangement under which the Company's officers, directors or director affiliated investment funds adopted, materially modified, or terminated any contracts, instructions, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
Name and Position
Action
Adoption/
Termination
Date
Rule 10b5-1 (1)
Non-Rule
10b5-1 (2)
Total Shares of
Common Stock
to be Sold
Expiration
Date
Robert Lechleider , Chief Medical Officer
Termination
March 26, 2026
X
110,000
December 31, 2026
Robert Lechleider , Chief Medical Officer
Adoption
March 26, 2026
X
110,000
December 31, 2026
Kinney Horn , Chief Business Officer
Adoption
March 30, 2026
X
132,853
January 15, 2027
Isaac Barchas , Director
Adoption
March 31, 2026
X
11,048
March 15, 2027
ABHMC II LLC , Investor (4)
Adoption
March 31, 2026
X
408,504
December 31, 2027
Arsenal Bridge Venture II-B LLC, Investor (5)
Adoption
March 31, 2026
X
1,050
December 31, 2027
(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) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on December 24, 2025 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(4) The Rule 10b5-1 trading plan was adopted by ABHMC II LLC, or ABHMC. The shares held by ABHMC II LLC were received following an in-kind distribution of the Company's common stock from Arsenal Bridge Venture II, LLC, or ABV II, in accordance with its operating agreement. ABHMC is the managing member of ABV II. Mr. Barchas, a member of the Company's Board of Directors, is a managing member and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABHMC. Mr. 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.
(5) The Rule 10b5-1 trading plan was adopted by Arsenal Bridge Venture II-B LLC, or ABV II-B. Mr. Barchas, a member of the Company's Board of Directors, 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-B. Mr. 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.
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Item 6. E xhibits
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
3.1
Amended and Restated Certificate of Incorporation of Immunome, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 6, 2020).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Officer Exculpation (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed October 4, 2023).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Authorized Share Increase (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed October 4, 2023).
3.4
Amended and Restated Bylaws of Immunome, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed October 6, 2020).
10.1
Amendment No. 3 to License Agreement, dated March 27, 2026, by and between the Company and Bristol-Myers Squibb Company.
31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive Data File (Form 10‑Q for the Quarterly Period ended March 31, 2026 filed in XBRL). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.” The instance document does not appear in the interactive file because its XBRL tags are embedded within the Inline XBRL document.
104
Cover Page Interactive File (embedded within the Inline XBRL document).
* Filed or furnished herewith.
Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and is the type of information the Company treats as private or confidential.
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SIGNAT URES
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.
IMMUNOME, INC.
(Registrant)
Date: May 12, 2026
By:
/s/ Clay Siegall, Ph. D.
Name:
Clay Siegall, Ph. D.
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2026
By:
/s/ Max Rosett
Name:
Max Rosett
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
83
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.