Immunome Inc. 10-Q

Item 1. Financial Statements. IMMUNOME, INC. Condensed Balance Sheets (Unaudited; In thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 December 31, 2020 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ Cash ​ $ 36,276 ​ $ 39,766 Prepaid expenses and other current assets ​ 4,831 ​ 3,128 Total current assets ​ 41,107 ​ 42,894 Property and equipment, net ​ 1,386 ​ 1,531 Restricted cash ​ 100 ​ 100 Total assets ​ $ 42,593 ​ $ 44,525 Liabilities and stockholders’ equity ​ ​ Current liabilities: ​ ​ Current portion of long-term debt ​ $ 366 ​ $ 366 Equipment loan payable ​ ​ 78 ​ ​ 113 Accounts payable ​ 2,958 ​ 1,187 Accrued expenses and other current liabilities ​ 1,169 ​ 1,372 Total current liabilities ​ 4,571 ​ 3,038 Long-term debt, net of current portion ​ 134 ​ 134 Deferred rent ​ 5 ​ 8 Total liabilities ​ 4,710 ​ 3,180 Commitments and contingencies (Note 8) ​ ​ Stockholders’ equity: ​ ​ ​ Common stock, $ 0.0001 par value; 200,000,000 shares authorized at March 31, 2021 and December 31, 2020; 10,660,181 shares issued and outstanding at March 31, 2021; 10,634,245 shares issued and outstanding at December 31, 2020 ​ ​ 1 ​ ​ 1 Additional paid-in capital ​ 96,174 ​ 95,738 Accumulated deficit ​ ( 58,292 ) ​ ( 54,394 ) Total stockholders’ equity ​ 37,883 ​ 41,345 Total liabilities and stockholders’ equity ​ $ 42,593 ​ $ 44,525 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 3 Table of Contents IMMUNOME, INC. Condensed Statements of Operations (Unaudited; In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Operating expenses: ​ ​ Research and development ​ $ 1,979 ​ $ 2,115 General and administrative ​ 1,918 ​ 540 Total operating expenses ​ 3,897 ​ 2,655 Loss from operations ​ ( 3,897 ) ​ ( 2,655 ) Interest expense, net ​ ( 1 ) ​ ( 22 ) Net loss ​ $ ( 3,898 ) ​ $ ( 2,677 ) Per share information: ​ ​ Net loss per share of common stock, basic and diluted ​ $ ( 0.37 ) ​ $ ( 2.44 ) Weighted-average common shares outstanding, basic and diluted ​ 10,640,870 ​ 1,099,270 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 4 Table of Contents IMMUNOME, INC. Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit ) (Unaudited; In thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ Common stock ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ paid-in ​ Accumulated ​ ​ ​ Shares Amount capital deficit Total Balance at January 1, 2021 10,634,245 ​ $ 1 ​ $ 95,738 ​ $ ( 54,394 ) ​ $ 41,345 Share-based compensation expense — ​ — ​ 325 ​ — ​ 325 Exercise of common stock warrants 11,666 ​ — ​ 105 ​ — ​ 105 Exercise of stock options 14,270 ​ — ​ 6 ​ — ​ 6 Net loss — ​ — ​ — ​ ( 3,898 ) ​ ( 3,898 ) Balance at March 31, 2021 10,660,181 ​ $ 1 ​ $ 96,174 ​ $ ( 58,292 ) ​ $ 37,883 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible preferred stock ​ Stockholders’ deficit ​ ​ Series A ​ ​ Common stock ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ paid-in ​ Accumulated ​ ​ ​ Shares Amount ​ Shares Amount capital deficit Total Balance at January 1, 2020 ​ 4,443,259 ​ $ 38,894 ​ ​ 1,099,270 ​ $ — ​ $ 927 ​ $ ( 36,557 ) ​ $ ( 35,630 ) Sale of Series A convertible preferred stock 4,722 ​ 45 ​ — ​ — ​ — ​ — ​ — Share-based compensation expense — ​ — ​ — ​ — ​ 146 ​ — ​ 146 Net loss — ​ — ​ — ​ — ​ — ​ ( 2,677 ) ​ ( 2,677 ) Balance at March 31, 2020 4,447,981 ​ $ 38,939 ​ 1,099,270 ​ $ — ​ $ 1,073 ​ $ ( 39,234 ) ​ $ ( 38,161 ) ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 5 Table of Contents IMMUNOME, INC. Condensed Statements of Cash Flows (Unaudited; In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Cash flows from operating activities: ​ ​ ​ Net loss ​ $ ( 3,898 ) ​ $ ( 2,677 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 176 ​ 163 Share-based compensation ​ 325 ​ 146 Deferred rent ​ ( 1 ) ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other assets ​ ( 1,703 ) ​ 99 Accounts payable ​ 1,771 ​ 314 Accrued expenses and other current liabilities ​ ( 205 ) ​ ( 109 ) Net cash used in operating activities ​ ( 3,535 ) ​ ( 2,064 ) Cash flows from investing activities: ​ ​ Purchases of property and equipment ​ ( 31 ) ​ ( 55 ) Net cash used in investing activities ​ ( 31 ) ​ ( 55 ) Cash flows from financing activities: ​ ​ Proceeds from sale of Series A convertible preferred stock ​ — ​ 995 Proceeds from exercise of stock options ​ 6 ​ — Proceeds from exercise of common stock warrants ​ 105 ​ — Payment of equipment loan payable ​ ( 35 ) ​ ( 55 ) Payment of capital lease obligations ​ — ​ ( 96 ) Net cash provided by financing activities ​ 76 ​ 844 Net decrease in cash and restricted cash ​ ( 3,490 ) ​ ( 1,275 ) Cash and restricted cash at beginning of year ​ 39,866 ​ 2,643 Cash and restricted cash at end of year ​ $ 36,376 ​ $ 1,368 Supplemental disclosures of cash flow information: ​ ​ Cash paid for interest ​ $ 2 ​ $ 13 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 6 Table of Contents IMMUNOME, INC. Notes to Condensed Financial Statements (Unaudited) 1. Nature of the business and basis of presentation Organization Immunome, Inc. (the Company or Immunome) was incorporated as a Pennsylvania corporation on March 2, 2006 and was converted to a Delaware corporation on December 2, 2015. The Company is a biopharmaceutical company utilizing our proprietary human memory B cell platform to discover and develop first-in-class antibody therapeutics designed to change the way diseases are currently being treated. The Company’s primary focus areas are oncology and infectious disease, including COVID-19. Since its inception, the Company has devoted substantially all of its resources to research and development, raising capital, building its management team and building its intellectual property portfolio. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to; technical risks associated with the successful research, development and manufacturing of product candidates, uncertain results of preclinical and clinical testing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and regulatory approval of product candidates and the ability to secure additional capital to fund operations. Liquidity The Company has incurred net losses since inception, including net losses of $ 3.9 million and $ 2.7 million for the three months ended March 31, 2021 and 2020, respectively, and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its potential product candidates. As of March 31, 2021, the Company had an accumulated deficit of $ 58.3 million. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. On October 6, 2020, the Company closed its initial public offering (IPO), in which the Company issued and sold 3,250,000 shares of its common stock at a public offering price of $ 12.00 per share. On October 13, 2020, the underwriters exercised their option to purchase an additional 487,500 shares of the Company’s common stock at a purchase price of $ 12.00 per share. The Company received net proceeds of $ 41.7 million after deducting underwriting discounts and commissions of $ 3.1 million but before deducting other offering expenses. The Company expects that its cash as of March 31, 2021 as well as an additional $ 27.0 million received from a private offering of the Company’s common stock in April 2021 (see Note 12, Subsequent Events) will be sufficient to fund the Company’s operations through fiscal year 2022. Beyond that date, the Company will need additional financing to support its continuing operations and pursue its growth strategy. If the Company cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs or enter into collaborations with third parties to commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including a merger or sale of the Company; or cease operations. If the Company engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company’s product candidates become approved drugs and how significant their market share will be, some of which are outside of the Company’s control. The length of time and cost of 7 Table of Contents developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. On March 11, 2020, the World Health Organization characterized the novel COVID 19 virus as a global pandemic. Although there is significant uncertainty as to the likely effects this disease may have in the future, to date there has not been a significant impact to the Company’s operations or financial results. ​ 2. Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). Unaudited interim results These unaudited condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 25, 2021. The accompanying condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 are unaudited but include all adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2020 have been derived from the audited financial statements as of that date. Reverse stock split The Company’s board of directors approved a one-for- six reverse stock split of its issued and outstanding common stock, stock options, convertible preferred stock and convertible preferred stock warrants legally effective as of September 22, 2020. Accordingly, all convertible preferred shares and common shares, common stock warrants, per share amounts, and additional paid-in capital amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these condensed financial statements include, but are not limited to, the fair value of the Company’s common stock in connection with share-based compensation arrangements. Actual results could differ from these estimates. Fair value of financial instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market 8 Table of Contents participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 — Unobservable inputs for the asset or liability (i.e. supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Equity issuance costs The Company capitalized incremental legal, professional, accounting and other third-party fees that were directly associated with the IPO as other noncurrent assets until the IPO was consummated. After consummation of the IPO in October 2020, these costs were recorded in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the IPO. As of March 31, 2021 and December 31, 2020, there were no deferred offering costs. Government contract funding The Company accounts for amounts received under its U.S. Department of Defense expense reimbursement contract as contra-research and development expenses in the condensed statements of operations. Research and development costs Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, share-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, preclinical expenses, consulting and other contracted services. Additionally, under the terms of the license agreements, the Company is obligated to make future payments should certain development and regulatory milestones be achieved. No such costs have been incurred for the three months ended March 31, 2021 and 2020. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as a prepaid or accrued expense. Net loss per share The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share of common stock is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of common shares 9 Table of Contents outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following potentially dilutive securities outstanding as of March 31, 2021 and 2020 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Stock options (1) ​ 1,636,069 ​ 1,016,634 Common stock warrants (1) ​ 1,023,530 ​ — Convertible preferred stock (1) ​ — ​ 4,447,981 ​ ​ 2,659,599 ​ 5,464,615 (1) Represents common stock equivalents. ​ Prior to its conversion, the Company’s Series A convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to participating securities. In periods in which the Company reports a net loss per share of common stock, diluted net loss per share of common stock is the same as basic net loss per share of common stock since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss per share of common stock for the three months ended March 31, 2021 and 2020. Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. ​ ​ ​ 3. U.S. Department of Defense (DoD) expense reimbursement contract In July 2020, the Company entered into an Other Transaction Authority for Prototype Agreement (the OTA Agreement) with the DoD to fund the Company’s efforts in developing Biosynthetic Convalescent Plasma (BCP) to treat COVID-19. Under the OTA Agreement, the Company intends to develop BCP for use in the U.S. military population and the U.S. population as a whole, subject to approval by the U.S. Food and Drug Administration (FDA). The amount of funding being made available to the Company under this expense reimbursement contract is $ 13.3 million which, based on the Company’s anticipated expenditures, is expected to be received through 2021. The Company recorded contra-research and development expense in the amount of $ 4.0 million for the three months ended March 31, 2021 in the condensed statements of operations. There was no contra-research and development expense for the three months ended March 31, 2020. As of March 31, 2021, the Company had an expense reimbursement receivable balance of $ 2.6 million due from the DoD in prepaid expenses and other current assets on the condensed balance sheet. Costs that have been reimbursed by the DoD but not yet expensed by the Company are recorded as a deferred research obligation liability for the period. As of March 31, 2021, the Company has a deferred research obligation liability of $ 0.7 million. ​ ​ ​ 10 Table of Contents 4. Accrued expenses Accrued expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ (in thousands) March 31, 2021 December 31, 2020 Deferred research obligations ​ $ 667 ​ $ — Compensation and related benefits ​ ​ 255 ​ ​ 845 Professional fees, contractors and other ​ 247 ​ 527 ​ ​ $ 1,169 ​ $ 1,372 ​ ​ 5. Convertible promissory notes From January 2019 through July 2019, the Company issued $ 6.8 million of non-interest bearing convertible promissory notes to several existing Series A Preferred shareholders and new investors. These notes were scheduled to mature on February 2, 2020, if not converted or otherwise settled prior to maturity. Upon completion of a qualified equity financing event, as defined in the notes, the notes automatically convert into shares of the stock sold in such qualified financing and at a price equal to 80 % of the subscription price. Upon the sale of additional shares of Series A Preferred prior to a qualified financing event, the notes automatically convert into shares of Series A Preferred at a discount to the $ 9.00 per share subscription price. The discount is equal to 1 % for each month that has lapsed from the initial note issuance date to the date in which the extended sale of Series A Preferred is consummated. In November 2019, the Company completed the sale of its Series A Preferred and the notes automatically converted into 821,657 shares of Series A Preferred. The effective conversion price of the notes was less than the fair value of the Series A Preferred and therefore, no beneficial conversion feature was recorded for the discount. The Company accounted for the conversion upon a qualified financing event as a bifurcated redemption feature as settlement under this feature would be in a variable number of shares and at a substantial discount. At issuance and over the term of the note, the Company determined the probability of settlement pursuant to the qualified financing event to be remote. As such, the estimated fair value of the redemption feature was de minimis. 6. Equipment loan payables The Company entered into various equipment financing agreements (the Agreements) to purchase laboratory equipment. The Agreements provide for 36 to 38 monthly payments ranging from $ 1,000 to $ 8,000 . Interest rates for the Agreements range from 9.03 % to 12.08 %. Interest expense related to the equipment financing agreements was $ 2,000 and $ 8,000 for the three months ended March 31, 2021 and 2020, respectively. Future payments for the Agreements are as follows as of March 31, 2021 (in thousands): ​ ​ ​ ​ Year ending December 31, Amount 2021 (represents remaining nine months in 2021) ​ $ 80 Total ​ 80 Less amounts representing interest ​ ( 2 ) Total equipment loan payable ​ $ 78 ​ ​ 7. Long-term debt On April 30, 2020, the Company entered into a loan agreement with Silicon Valley Bank as the lender (Lender) for a loan in an aggregate principal amount of $ 0.5 million (the Loan) pursuant to the Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration (SBA). The Company used the proceeds of the Loan for payroll and other qualifying expenses. Under the terms of the Loan, the Company may apply for forgiveness of amounts due under the Loan, with the amount of potential 11 Table of Contents loan forgiveness to be calculated in accordance with the requirements of the PPP based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8 or 24-week period after the origination date of the Loan. The Loan matures in two year s and bears interest at a rate of 1 % per year, with all payments deferred through the six-month anniversary of the date of the Loan or until a conclusion has been reached as to whether the Loan will be forgiven. In January 2021, the Company applied to the SBA for forgiveness and is awaiting a decision. While the Company believes that its use of the Loan proceeds will meet the conditions of forgiveness of the Loan, it cannot be assured that actions taken could cause the Company to be ineligible for forgiveness of the Loan, in whole or in part. In the event the debt is forgiven in a future period, the Company will recognize a gain on extinguishment in the statement of operations. Interest expense for each of the three months ended March 31, 2021 and 2020 was de minimis. The following table sets forth the Company’s future principal payments as of March 31, 2021 (in thousands): ​ ​ ​ ​ Years ending December 31, Amount 2021 (represents remaining nine months in 2021) ​ $ 366 2022 ​ 134 Total ​ 500 Less current portion of long-term debt ​ ( 366 ) Long-term debt, net of current portion ​ $ 134 ​ ​ 8. Commitments and contingencies Operating leases In May 2017, the Company entered into a 62 month office and laboratory space lease commencing on July 1, 2017 for approximately 11,000 square feet of space in Exton, Pennsylvania. The Company has an option to extend the lease for two additional five-year terms. The lease is subject to fixed rate escalation increases and the landlord waived the Company’s rent obligation for the first two months of the lease. Deferred rent is $ 15,000 and $ 16,000 as of March 31, 2021 and December 31, 2020, respectively, and is being amortized as a reduction in rent expense over the term of the lease. The Company recognizes rent expense on a straight-line basis over the expected lease term. Future minimum lease payments for the Company’s operating leases are as follows as of March 31, 2021 (in thousands): ​ ​ ​ ​ Years ending December 31, Amount 2021 (represents remaining nine months in 2021) ​ $ 240 2022 ​ 153 ​ ​ $ 393 ​ Rent expense was $ 0.1 million for each of the three months ended March 31, 2021 and 2020, respectively. In August 2020, the Company entered into a one-year operating lease for laboratory equipment that expires in July 2021 and has fixed monthly payments of $ 18,000 . Employment agreements The Company entered into employment offer letter agreements (the Employment Agreements) with key personnel providing for compensation and severance in certain circumstances, as defined in the respective Employment Agreements. The Employment Agreements may be terminated by either the Company or the employees in accordance with the respective Employment Agreements and provide for annual pay increases and bonuses at the discretion of the Board of Directors. 12 Table of Contents Employee benefit plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company assumes all administrative costs of the 401(k) Plan and makes matching contributions as defined in the 401(k) Plan document. The Company made matching contributions of $ 39,000 and $ 16,000 to the 401(k) Plan for the three months ended March 31, 2021 and 2020, respectively. ​ Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. ​ 9. Common stock and convertible preferred stock Common stock The holders of common stock are entitled to one vote for each share of common stock. Subject to the approval of the majority of shareholders, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. ​ In October 2020, the Company closed the IPO in which the Company issued and sold 3,757,500 shares of its common stock at a public offering price of $ 12.00 per share, including 487,500 shares of the Company’s common stock sold pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of $ 41.7 million after deducting underwriting discounts and commissions of $ 3.1 million but before deducting other offering expenses. The Company’s common stock is listed on the Nasdaq Capital Market under the trading symbol “IMNM.” On October 6, 2020, the Company filed an amended and restated certificate of incorporation to, among other things, increase the number of shares of common stock, $ 0.0001 par value per share, authorized for issuance to 200,000,000 and authorize the Company’s board of directors to issue up to 10,000,000 shares of “blank check” preferred stock, $ 0.0001 par value per share. Series A convertible preferred stock Prior to the IPO, all of the Company’s convertible preferred stock was classified outside of stockholders’ deficit because the shares contained certain redemption features that were not solely within the control of the Company. At the time of issuance, the redeemable convertible preferred stock was recorded at its issuance price, less issuance costs. During the year ended December 31, 2019, the Company sold 512,826 shares of its Series A Preferred at $ 9.00 per share in exchange for $ 4.6 million in gross proceeds and incurred $ 35,000 of related issuance costs and issued 821,657 shares of Series A Preferred in connection with the conversion of the promissory notes of $ 6.8 million (see Note 5, Convertible Promissory Notes). In 2020, the Company completed the sale of an additional 1,226,925 shares of Series A Preferred at $ 9.00 per share, resulting in gross cash proceeds of $ 11.0 million, which includes 4,722 shares issued in January 2020 for gross receipts of $ 45,000 . During the three months ended March 31, 2020, the Company received $ 1.0 million in advanced payments for shares of Series A Preferred that would be sold in June 2020. In addition to the shares of Series A Preferred, the Company issued 1,035,196 warrants to purchase shares of the Company’s Series A Preferred with a fair value of $ 1.5 million. The warrants were exercisable at any time and had an exercise price of $ 9.00 per share and were to terminate at the earlier of (i) three years from the date of issuance, (ii) upon liquidation of the Company and (iii) upon the Company’s securities trading at $ 27.00 per share for at least 10 days out of a consecutive 20 -day trading period beginning after the first anniversary of the IPO. 13 Table of Contents In connection with the Company’s sale of its Series A Preferred in 2015, a future milestone closing provision (the Future Milestone) was included requiring the Company to sell, on the same terms and conditions as the initial offering, an aggregate of $ 3.5 million of additional Series A Preferred upon achievement of certain development and strategic milestones, as defined in the purchase agreement and at $ 9.00 per share, or 388,888 shares of Series A Preferred. The Future Milestone was not achieved and the Company’s obligations under this right terminated upon completion of the Company’s IPO. The Company determined that the future tranche right related to the Future Milestone did not meet the definition of a freestanding financial instrument as it was not legally detachable. The future tranche right was also evaluated as an embedded derivative and the Company determined it did not meet the definition of a derivative instrument for which bifurcation would be required. In connection with the IPO, all of the Series A Preferred converted into 5,670,184 shares of common stock and all of the outstanding warrants to purchase convertible preferred stock converted into warrants to purchase common stock. Warrants to acquire shares of common stock At March 31, 2021 there were 1,023,530 warrants outstanding to acquire shares of the Company’s common stock. The warrants were issued in connection with the June 2020 sale of the Company’s Series A convertible preferred stock and originally entitled the holders to acquire shares of the Company’s Series A convertible preferred stock. These warrants were originally liability-classified as the underlying Series A convertible preferred stock was contingently redeemable and outside of the Company’s control. The warrants had a grant date fair value of $ 1.5 million and a warrant liability was recorded in the balance sheet upon issuance. Upon completion of the IPO on October 6, 2020, the warrants became exercisable for shares of the Company’s common stock and the $ 7.1 million warrant liability was reclassified to additional paid-in capital. During the three months ended March 31, 2021, 11,666 warrants were exercised at a price of $ 9.00 per warrant for gross proceeds of $ 0.1 million and 11,666 shares of the Company’s common stock were issued. ​ ​ 10. Share-based compensation In July 2008 the board of directors adopted the 2008 Equity Incentive Plan (the 2008 Plan) which provided for the grant of qualified incentive stock options and nonqualified stock options, restricted stock or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the issuance or purchase of shares of the Company’s common stock. The 2008 Plan was replaced in July 2018 with the Immunome, Inc. 2018 Equity Incentive Plan (the 2018 Plan and collectively with the 2008 Plan, the Plans). At the time that the 2008 Plan was terminated, there were 388,748 shares available for grant that were transferred to the 2018 Plan. Any additional shares that become available for grant under the 2008 Plan are automatically transferred to and made available for grant under the 2018 Plan. On September 24, 2020, the 2018 Plan was terminated and replaced with the 2020 Equity Incentive Plan (the 2020 Plan). The remaining 298,277 shares available for grant under the 2018 Plan are available for issuance under the 2020 Plan and an additional 1,701,723 shares were authorized under the 2020 Plan. The Company also adopted the 2020 Employee Stock Purchase Plan (the ESPP Plan) on September 18, 2020 which provides for the grant of purchase rights to purchase shares of the Company’s common stock to eligible employees, as defined by the ESPP Plan. The maximum number of shares of common stock that may be issued under the ESPP Plan will not exceed 125,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1st of each calendar year for a period of up to ten years , commencing on the first January 1st following the year in which an IPO occurs and ending on, and including, January 1, 2030, in an amount equal to the lesser of (i) 1 % of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, and (ii) 1,000,000 shares of common stock. No awards have been granted under the ESPP Plan as of March 31, 2021. The 2020 Plan and the ESPP Plan are administered by the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors. Stock options awarded under the Plans generally expire 10 years after the grant date unless the board of directors sets a shorter term. Vesting periods for awards under the Plans and the 2020 Plan are determined at the discretion of the board of directors. Incentive stock options and non- 14 Table of Contents statutory stock options granted to employees, officers, members of the board of directors and consultants of the Company typically vest over two to four years . Certain options provide for accelerated vesting if there is a change in control, as defined in the Plans and the 2020 Plan. Share-based compensation expense recorded as research and development and general and administrative expenses in the condensed statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, In thousands) 2021 2020 General and administrative ​ $ 171 ​ $ 99 Research and development ​ 154 ​ 47 ​ ​ $ 325 ​ $ 146 ​ Unrecognized compensation cost related to unvested options was $ 7.3 million as of March 31, 2021 and will be recognized over an estimated weighted average period of 3.61 years. Stock options The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Expected volatility ​ 83.5 % ​ 80.0 % Risk-free interest rate ​ 1.1 % ​ 0.8 % Expected term (in years) ​ 6.1 ​ 5.6 ​ Expected dividend yield ​ — ​ — ​ Fair value of common stock ​ $ 31.83 ​ $ 1.62 ​ ​ A summary of option activity during the three months ended March 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ average ​ ​ ​ ​ average ​ remaining ​ ​ Number of ​ exercise price ​ contractual ​ ​ shares ​ per share ​ term (years) Outstanding at January 1, 2021 1,472,840 ​ $ 3.14 8.51 Granted 183,000 ​ $ 31.83 Forfeited ( 5,501 ) ​ $ 8.10 Exercised ( 14,270 ) ​ $ 0.39 Outstanding at March 31, 2021 1,636,069 ​ $ 6.36 8.42 Exercisable at March 31, 2021 480,790 ​ $ 1.42 7.70 Vested or expected to vest at March 31, 2021 1,636,069 ​ $ 6.36 8.42 ​ The weighted-average grant date fair value per share of stock options granted during the three months ended March 31, 2021 and 2020 was $ 22.46 and $ 0.22 , respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021 was $ 0.4 million. The aggregate intrinsic value of stock options outstanding at March 31, 2021 is $ 45.1 million. In August 2020, the Company granted stock options exercisable for a total of up to 92,169 shares of common stock to two of its officers, which option awards included both performance-based and service-based vesting conditions. These option awards were subsequently modified in September 2020 to eliminate the performance-based criteria. As a result of the modification, only service-based vesting conditions remained. All other terms and conditions of these option awards remain unchanged. Since the performance condition was not considered probable of being achieved prior to the modification, no share-based compensation expense was recorded prior to the modification. At the time of the modification, the fair value of these options awards was recalculated at $ 8.69 per option. 15 Table of Contents ​ 11. Related party transactions License agreements The Company has entered into license agreements with certain stockholders of the Company. Expenses with these related parties were de minimis for each of the three months ended March 31, 2021 and 2020, respectively. There were no amounts owed to these related parties as of March 31, 2021 and December 31, 2020. Broadband services agreement In November 2015, the Company entered into a management services agreement (MSA) with BCM Advisory Partners LLC and Broadband Capital Partners LLC (Broadband Capital), as subsequently amended and/or restated in July 2016, January 2017, June 2018, March 2020 and August 2020. Under the Broadband MSA, the Company engages Broadband Capital as a consultant for advice in connection with senior management matters related to the Company’s business, administration and policies in exchange for a cash fee to Broadband Capital of $ 20,000 per month. The Broadband MSA expires in June 2021. Pursuant to the Broadband MSA, the Company previously issued an aggregate of 827,640 shares of its common stock to Broadband Advisory and has no further obligation to issue additional shares under the Broadband MSA. The Company recorded $ 0.1 million during each of the three months ended March 31, 2021 and 2020, related to the Broadband MSA which is included in general and administrative expenses in the condensed statements of operations. . ​ ​ 12. Subsequent events On April 28, 2021, the Company sold 1,000,000 shares of the Company’s common stock in a private placement at a price of $ 27.00 per share for gross proceeds of $ 27.0 million. In connection with the private placement, the Company also issued Series B Warrants (the Series B Warrants) to purchase 500,000 shares of common stock. The Series B Warrants are exercisable at any time, have an exercise price of $ 45.00 per share and will terminate at the earlier of (i) three year s from the date of issuance and (ii) upon liquidation or deemed liquidation of the Company. The Series B Warrants are callable by the Company in certain circumstances.