What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-28 · 328 added, 264 removed, 448 unchanged (57% of the section changed)

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- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors;

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

In connection with the preparation of the Company’s annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) that occurred during the year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as follows:

Material Weakness Remediation

As previously reported, management recognized that the Company had material weaknesses in its internal control over financial reporting as of December 31, 2020.

The material weaknesses that we identified related to the lack of review of journal entries, lack of timely and effective review of financial statement account balances and our lack of maintaining a sufficient complement of personnel commensurate with our accounting and reporting requirements.

Management determined that the deficiencies could have potentially resulted in a material misstatement of the financial statements in a future annual or interim period that would not be prevented or detected.

Therefore, the deficiencies constituted material weaknesses in internal control.

We initiated several steps to evaluate and implement measures designed to improve our internal control over financial reporting in order to remediate the control deficiencies noted above.

These steps include hiring a Chief Financial Officer, a Corporate Controller, and a Finance Manager who are responsible for the preparation and review of the Company’s financial statements and related disclosures.

In addition, we enhanced our reporting process thereby reducing the risk of undetected errors by (i) implementing a monthly financial statement close process that includes formal review of financial statement account balances and journal entries, and (ii) creating a disclosure committee consisting of key executives and accounting personnel who review the Company’s financial statements and related disclosures on a quarterly basis.

As a result of these efforts, the Company determined that the material weaknesses were remediated and our internal control over financial reporting was effective as of December 31, 2021.

No changes in our internal control over financial reporting occurred during the year ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

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Report of independent registered public accounting firm

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

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Immunome, Inc.

(the Company) as of December 31, 2022, the related statement of operations, changes in stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Philadelphia, Pennsylvania

March 16, 2023

REPORT OF INDEPENDENT REGISTER ED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Immunome, Inc.

(the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in convertible preferred stock and stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2021 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Immunome, Inc.

(the “Company”) as of December 31, 2021, the related statement of operations, changes in stockholders’ equity, and cash flow, for the year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flow for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

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March 28, 2022

We have served as the Company’s auditor since 2019.

We began serving as the Company’s auditor in 2019.

In 2022 we became the predecessor auditor.

Immunome, Inc.

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Property and equipment, net

Operating right-of-use asset, net

Restricted cash

Deferred offering costs

Liabilities, convertible preferred stock, and stockholders’ equity (deficit)

Liabilities and stockholders’ equity

Current liabilities:

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Accrued expenses and other current liabilities

Current portion of long-term debt

Current portion of equipment loan payable

Total current liabilities

Equipment loan payable, net of current portion

Long-term debt, net of current portion

Deferred rent

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 8)

Stockholders’ equity (deficit):

Stockholders’ equity:

Preferred stock, $ 0.0001 par value;

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Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

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Loss from operations

Other income (expenses):

Change in fair value of warrant liability

Interest expense, net

Total other expenses

Other income (expense):

Interest income (expense), net

Total other income

Deemed dividend arising from warrant modification

Net loss attributable to common stockholders

Per share information:

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Immunome Inc.

Statements of changes in convertible preferred stock and stockholders’ equity (deficit )

Statements of changes in stockholders’ equity

(in thousands, except share amounts)

Convertible preferred stock

Stockholders’ equity (deficit)

Stockholders’ equity

Balance at January 1, 2021

Sale of Series A convertible preferred stock and warrants with a fair value of $ 1,522 , net of $ 49 of issuance costs

Conversion of Series A convertible preferred stock upon IPO

( 5,670,184 )

Conversion of liability-classified warrants upon IPO

Sale of common stock in connection with IPO, net of $ 6,108 of issuance costs

Share-based compensation expense

Exercise of stock options

Balance at December 31, 2020

Sale of common stock and common stock warrants, net of $ 559 in offering costs

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Balance at December 31, 2021

Share-based compensation expense

Exercise of stock options

Balance at December 31, 2022

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

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Depreciation and amortization

Amortization of right-of-use asset

Share-based compensation

Change in fair value of warrant liability

Deferred rent

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Accrued expenses and other current liabilities

Other long-term liabilities

Net cash used in operating activities

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Proceeds from exercise of common stock warrants

Proceeds from long-term debt

Proceeds from sale of common stock and common stock warrants

Payment of issuance costs related to the sale of common stock and common stock warrants

Proceeds from the sale of Series A convertible preferred stock

Payment of Series A convertible preferred stock issuance costs

Payment of equipment loan payable

Payment of capital lease obligations

Payment of offering costs

Net cash provided by financing activities

Net increase in cash and cash equivalents and restricted cash

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of year

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Supplemental disclosures of non-cash investing and financing activities:

Conversion of Series A convertible preferred stock upon IPO

Operating lease right-of-use asset and lease liability recorded upon adoption of ASC 842

Offering costs included in accounts payable

Fair value of liability-classified warrants issued in connection with Series A convertible preferred stock

Conversion of liability-classified warrants upon IPO

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

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Notes to financial statements

Nature of the business and basis of presentation

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 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 biopharmaceutical industry including, but not limited to, 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 and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of product candidates and the ability to secure additional capital to fund operations.

The Company has incurred net losses since inception, including net losses of $ 24.7 million and $ 17.8 million for the years ended December 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 December 31, 2021 and 2020, the Company had an accumulated deficit of $ 79.1 million and $ 54.4 million, respectively.

The Company expects to generate operating losses and negative operating cash flows for the foreseeable future.

On October 6, 2020, the Company closed its 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.

On April 28, 2021, the Company sold 1,000,000 units, each consisting of one share of the Company’s common stock and one warrant to purchase one-half a share of common stock in a private placement at a price of $ 27.00 per unit for net proceeds of $ 26.4 million.

The Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC on October 14, 2021, pursuant to which the Company may issue from time-to-time securities with an aggregate price of up to $ 200.0 million.

On October 1, 2021 the Company entered into a new Open Market Sale Agreement (“ATM Agreement”) with Jefferies Group LLC, which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock under the registration statement having an aggregate offering price of up to $ 75.0 million through Jefferies Group LLC acting as sales agent.

The Company has not yet sold any shares under the ATM Agreement.

The Company expects that its cash as of December 31, 2021 will be sufficient to fund its operations for at least 12 months from the filing date of this Annual Report on Form 10-K.

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 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 yet been a significant impact to the Company’s operations or financial statements.

Nature of the business

Immunome, Inc., the Company or Immunome, is a biopharmaceutical company.

The Company was incorporated as a Pennsylvania corporation on March 2, 2006 and was converted to a Delaware corporation on December 2, 2015.

The Company is utilizing a proprietary human memory B cell platform to discover and develop antibody therapeutics to improve patient care.

The Company’s primary focus areas are oncology and other diseases, including COVID-19.

Since its inception, the Company has devoted substantially all its resources to research and development, raising capital, building its management team and extending 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, risks associated with the successful research, development and manufacturing of programs and development candidates, uncertain results of preclinical and clinical testing, development of new technological innovations and products by competitors, dependence on key personnel and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of programs and development candidates and the ability to secure additional capital to fund operations.

The Company has incurred net losses since inception, including net losses of $ 36.9 million and $ 24.7 million for the years ended December 31, 2022 and 2021, respectively, and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its programs and development candidates.

As of December 31, 2022, the Company had an accumulated deficit of $ 116.0 million.

The Company expects to generate operating losses for the foreseeable future.

Through December 31, 2022, the Company raised an aggregate of $ 125.1 million in gross proceeds from sales of our common stock, Series A convertible preferred stock and warrants, warrant and stock option exercises, the issuance of convertible promissory notes, and the Payment Protection, or PPP, loan that was forgiven in May 2021.

In addition, in July 2020, the Company entered into an Other Transaction Authority for Prototype Agreement, or the OTA Agreement, with the Department of Defense, or the DoD, to fund the Company’s efforts in developing an antibody cocktail therapeutic to treat COVID-19.

As of December 31, 2022, the Company has received $ 17.6 million in expense reimbursement from the DoD under the OTA Agreement.

On October 1, 2021, the Company entered into an Open Market Sale Agreement, or the ATM Agreement, with Jefferies Group LLC, which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock under the registration statement having an aggregate offering price of up to $ 75.0 million through Jefferies Group LLC acting as sales agent.

The Company filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission, or the SEC, on October 14, 2021, pursuant to which the Company may issue from time-to-time securities with an aggregate value of up to $ 200.0 million.

The Company has not sold any shares under the ATM Agreement or the shelf registration statement as of December 31, 2022.

On January 4, 2023, the Company entered into a collaboration and option agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd, or AbbVie, directed to the discovery of up to 10 novel target-antibody pairs leveraging our discovery engine.

Under the terms of the Collaboration Agreement, Immunome will grant AbbVie the option to purchase worldwide rights for up to 10 novel target-antibody pairs arising from the selected tumors.

AbbVie will pay the Company an option exercise fee in the low single digit millions for each of the validated target pairs for which it exercises an option.

The Company received a non-refundable upfront payment of $ 30.0 million in January 2023 and will be eligible to receive additional platform access payments in the aggregate amount of up to $ 70.0 million based on AbbVie’s election for the Company to continue research using its discovery engine.

The Company is also

eligible to receive development and first commercial sale milestones of up to $ 120.0 million per target with respect to certain products derived from target-antibody pairs that AbbVie elects to purchase, sales-based milestones based on achievement of specified levels of net sales of products up to $ 150.0 million in the aggregate per target, and tiered low single digit royalties on net sales of products.

The Company is potentially eligible to receive up to $ 2.8 billion from AbbVie under the Collaboration Agreement from the sources described above.

However, there are no assurances that the Company will receive additional payments from AbbVie beyond the $ 30.0 million upfront payment.

The Company expects that its cash as of December 31, 2022, together with the $ 30.0 million received in January 2023 from AbbVie under the Collaboration Agreement, will be sufficient to fund its operations for at least 12 months from the filing date of this Annual Report on Form 10-K.

Beyond that date, more funding will be necessary to fund additional research and development activities and operations in order to pursue the Company’s 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 relative to potential programs, products or technologies that it might otherwise seek to progress independently (or enter into these collaborations sooner than it might otherwise have intended to);

consider various other strategic alternatives, including a possible merger or sale of the Company;

or reduce or cease operations.

If the Company engages in collaborations under these circumstances, it may receive lower consideration than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the research and development process.

Additionally, volatility in the capital markets generally and the biotechnology sector specifically, as well as general economic conditions in the United States may be a significant obstacle to raising the required funds on satisfactory terms, if at all.

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 programs and development candidates become approved drugs and how significant their market share will be, many of which are outside of the Company’s control.

The length of time and cost of developing and commercializing these programs and development 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.

The Company is also subject to risks and uncertainties as a result of the ongoing COVID-19 pandemic.

Although there is uncertainty as to the extent of the continued impact of the COVID-19 pandemic, including the continued impact to capital markets and economies worldwide in the form of economic slowdowns or recession, there has not been a significant impact to the Company’s operations or financial statements to date.

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).

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted, or 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, or ASC, and Accounting Standards Updates, or ASU, promulgated by the Financial Accounting Standards Board, or FASB.

Use of estimates

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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 financial statements include, but are not limited to, the fair value of the Company’s common stock prior to its IPO, in connection with share-based compensation arrangements, the expected volatility used to estimate fair value of common stock, services performed but not billed relating to research and development contracts, and services performed on research and development advanced payments.

Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the expected volatility used to estimate fair value of stock options and accrued research and development expenses.

Estimates and assumptions are periodically reviewed in light of changes in circumstances, facts and experience.

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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.

Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or CODM, or decision-making group, in deciding how to allocate resources and in assessing performance.

The CODM is the Company’s Chief Executive Officer.

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

This lease expires in 2024;

at which time, the cash will be released from restriction.

Restricted cash was $ 100,000 at both December 31, 2021 and 2020.

The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s balance sheets to the total of the amount presented in the statements of cash flows:

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

Restricted cash was $ 100,000 at both December 31, 2022 and 2021, respectively.

The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash presented in the statements of cash flows:

(in thousands)

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

Periodically, the Company may maintain deposits in financial institutions 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 financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits.

As of December 31, 2022, the Company held deposits at Silicon Valley Bank (“SVB”) in excess of government insured limits.

On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver.

No losses were incurred by the Company on the Company’s deposits that were held at SVB.

Subsequent to this event the Company’s deposits were transferred to a financial institution that management believes to be of high credit quality, therefore management believes that the Company currently is not exposed to significant credit risk.

Property and equipment

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Equity issuance costs

The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing.

The Company capitalized costs that were directly associated with establishing the ATM Agreement and shelf registration statement in 2021.

These costs will remain capitalized until such financings are consummated, at which time such costs will be recorded against the gross proceeds from the applicable financing.

If a financing is abandoned, deferred offering costs are expensed.

As of December 31, 2021, there was $ 0.3 million of deferred offering costs in connection with the Company’s shelf registration statement, and there were no deferred offering costs as of December 31, 2020.

Government contract funding

The Company accounts for amounts received under its U.S.

Department of Defense (DoD) expense reimbursement contract as contra-research and development expenses in the statements of operations.

Warrant liability

The Company issued warrants to purchase shares of Series A convertible preferred stock in connection with the June 2020 Series A convertible preferred stock sale.

The warrants were initially classified as a liability on the balance sheet at September 30, 2020 as the underlying Series A convertible preferred stock was contingently redeemable and outside of the Company’s control (see Note 10, Common stock and convertible preferred stock).

The fair value of the warrants on the date of issuance was recorded as a reduction of the carrying value of the Series A convertible preferred stock and as a long-term liability in the balance sheets.

The warrants were subsequently remeasured to fair value at each balance sheet date with changes in the fair value of the warrants recognized as other income or expense in the statements of operations.

The change in fair value of the warrants during the year ended December 31, 2020 was $ 5.5 million.

Upon completion of the IPO on October 6, 2020, the warrants became exercisable for shares of the Company’s common stock and were reclassified to additional paid-in capital upon the consummation of the IPO.

The Company used the Black-Scholes option pricing model, which incorporated assumptions and estimates, to value the Series A convertible preferred stock warrants until the conversion of the Series A Preferred to stockholders’ equity in October 2020.

Estimates and assumptions impacting the fair value measurement of the warrants included the fair value per share of the underlying Series A convertible preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying Series A convertible preferred stock.

The Company historically determined the fair value per share of the underlying Series A convertible preferred stock by taking into consideration the most recent sales of its Series A convertible preferred stock, results obtained from third party valuations and additional factors that were deemed relevant.

The Company historically had been a private company and lacked company-specific historical and implied volatility information of its stock.

Therefore, it estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants at the time.

The risk-free interest rate was determined by reference to the U.S.

Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants.

Expected dividend yield was determined based upon the Company’s history of not paying cash dividends and its expectation that it will not pay any cash dividends in the foreseeable future.

Ongoing costs that are directly associated with the ATM Agreement are expensed as incurred.

Deferred offering costs were $ 0.3 million as of each of December 31, 2022 and 2021, respectively, in the balance sheets.

Government assistance programs

The Company accounts for amounts received under the DoD expense reimbursement contract as contra-research and development expenses in the statements of operations.

The Company accounts for the employee retention credit received under the U.S.

Department of Treasury Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, as contra-expense to personnel related costs within research and development and general and administrative expenses in the 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 years ended December 31, 2021 and 2020.

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 and clinical development expenses, including manufacture and testing of clinical supplies, consulting and other contracted services.

Additionally, under the terms of the license agreements described in Note 9, the Company is obligated to make future payments should certain development, regulatory, and sales milestones be achieved.

Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the timing of receipt of invoices and payment of invoices and are reflected in the financial statements as a prepaid or accrued expense.

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Grants are awarded to employees and non-employees, including directors.

The Company accounts for its share-based compensation awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognized compensation expense of those awards over the requisite service period, which is the vesting period of the respective award.

The Company accounts for its share-based compensation awards granted to employees and non-employees based on the estimated fair value on the date of grant and recognized compensation expense of those awards over the requisite service period, which is the vesting period of the respective award.

The Company accounts for forfeitures as they occur.

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The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

In determining the exercise prices for options granted, the Company has considered the estimated fair value of the common stock as of the measurement date.

Prior to the IPO, the estimated fair value of the common stock had been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event.

Among other factors were the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace.

Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of common stock at each valuation date.

Following the closing of the IPO, the fair value of common stock was the closing price of the Company's common stock on the Nasdaq Global Market as reported on the date of the grant.

The exercise price is the fair value of the common stock as of the measurement date.

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

Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations.

The Company’s real estate operating lease provides for scheduled annual rent increases throughout the lease term.

The Company recognizes the effects of the scheduled rent increases on a straight-line basis over the full term of the lease.

Effective January 1, 2022, the Company adopted ASU No.

2016-02, Leases , or ASC 842, using the modified retrospective approach by applying the new standard to all leases existing on the adoption date.

The results for reporting periods beginning after January 1, 2022 are presented in accordance with ASC 842, while prior period amounts are not adjusted and continue to be reported under the accounting standards that were in effect prior to January 1, 2022.

At the inception of an arrangement, the Company determines whether an arrangement contains a lease based on facts and circumstances present in the arrangement.

An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Typically, lessees are required to recognize leases with a term greater than one year in the balance sheets as an operating or finance lease liability and right-of-use asset.

Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The Company has elected the practical expedient to not recognize leases with a term of 12 months or less.

The Company does not have any financing leases as of December 31, 2022.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on their present value of lease payments over the remaining lease term.

Options to extend the lease term are included in the Company’s assessment of the lease term only if there is a reasonable assessment that the Company will renew.

Leases are discounted to its present value using either the interest rate implicit in the Company’s lease or its incremental borrowing rate, which reflects the fixed rate in which the Company could borrow on a collateralized basis the amount of lease payments in the same currency, for a similar term, in a similar economic environment.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns.

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The Company determines whether it is more likely than not that a tax position will be sustained upon examination.

If it is not more likely than not that a position will be sustained, none of

the benefit attributable to the position is recognized.

The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized.

The tax benefit to be recognized for any tax position that meets the

more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

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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 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.

Basic net loss per share of common stock is computed by dividing the net loss attributable to common stockholders 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 attributable to common stockholders 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 outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

The following potentially dilutive securities as of December 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:

The following potentially dilutive securities outstanding as of December 31, 2022 and 2021 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:

Year ended December 31,

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(1) Represents common stock equivalents

Prior to its conversion, the Company’s Series A convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did 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.

been issued if their effect is anti-dilutive.

The Company reported a net loss per share of common stock for the years ended December 31, 2022 and 2021.

Recent accounting pronouncements

The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

As an emerging growth company, the Company has elected to take advantage of this extended transition period.

In February 2016, the FASB issued ASC Topic 842, Leases, (Topic 842).

This standard requires all entities that lease assets with terms of more than 12 months to capitalize the assets and related liabilities on the balance sheet.

As the Company has elected to use the extended transition period for complying with new or revised accounting standards as available under the JOBS Act, the standard is effective for the Company beginning January 1, 2022, with early adoption permitted.

The Company expects to adopt ASC 842 effective January 1, 2022 using the modified retrospective approach.

The Company expects to elect the package of practical expedients available for existing contracts, which will allow us to carry forward our historical assessments of lease identification, lease classification, and initial direct costs.

The Company also expects to elect a policy to not apply the recognition requirements of ASC 842 for short-term leases.

The Company expects to recognize a right-of-use asset and lease liability of $ 0.2 million, respectively, on January 1, 2022 , which is related to our facility operating lease (Note 8).

In November 2021, the FASB issued ASU Topic 832, Disclosures by Business Entities about Government Assistance (“Topic 832”).

This standard requires disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions on an entity’s financial statements.

The effective date of Topic 832 is for financial statements issued for annual periods beginning after December, 15 2021.

The Company is currently evaluating the effect Topic 832 will have on its consolidated financial statements and related disclosures.

Recently adopted accounting standards

ASC Topic 842, Leases

On January 1, 2022, the Company adopted ASC 842 which supersedes the lease accounting guidance under ASC 840.

The standard generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use, or ROU, assets in the balance sheets and provide enhanced disclosures on the amount, timing, and uncertainty of cash flows arising from lease arrangements.

The Company adopted ASC 842 using the modified retrospective approach.

The Company elected the package of practical expedients available for existing contracts, which allowed the Company to carry forward its historical assessments of lease identification, lease classification, and initial direct costs.

The Company also elected a policy to not apply the recognition requirements of ASC 842 for short-term leases with a term of 12 months of less.

As of January 1, 2022, the effective date, the Company identified one operating lease arrangement relating to the Company’s headquarters facility and a short-term lease relating to laboratory equipment.

The adoption of ASC 842 resulted in a recognition of an ROU asset and lease liability of $ 0.5 million in the Company’s balance sheets relating to the lease as of January 1, 2022.

The adoption of the standard did not have a material effect on the Company’s statements of operations and statements of cash flows.

ASU Topic 832, Government Assistance

In November 2021, the FASB issued ASU 2021-10, Government Assistance , or Topic 832, which requires enhanced disclosures of transactions with governments that are accounted for by applying a grant or contribution model.

The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction.

The Company adopted the standard for the annual period beginning January 1, 2022.

The DoD expense reimbursement contract and the employee retention credit received under the CARES Act qualify as government assistance programs under Topic 832 and resulted in enhanced required disclosures, as described in Note 5.

ASU 2021-04, Earnings Per Share

In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) , or ASU 2021-04, that requires the issuer to treat a modification of an equity-classified written call option (i.e., a warrant) that does not cause the option to become liability-classified as an exchange of the original option for a new option.

An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange.

The Company adopted the standard for interim periods beginning January 1, 2022.

As described in Note 11, in September 2022, the Company modified its Series B Warrants which resulted in a reduction in exercise price from $ 45.00 per share to $ 10.00 per share.

The Company recognized a deemed dividend of $ 0.6 million which was recorded in the Company's statement of operations as an increase to the net loss attributable to common stockholders for purposes of computing net loss per share, basic and diluted.

The net impact to the statements of changes in stockholders’ equity was zero because the warrants were equity classified before and after the modification.

Prepaid expenses and other current assets

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(in thousands)

Reimbursement receivable from DoD

Prepaid insurance

Unbilled reimbursement receivable from DoD

Prepaid subscriptions, prepaid service contracts and short-term deposits

CARES Act employee retention credit receivable

Research and development advance payments

Other prepaids and short term deposits

Prepaid insurance

Reimbursement receivable from the DoD

Unbilled reimbursement receivable from the DoD

Property and equipment, net

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Property and equipment, net

Depreciation and amortization expense was $ 0.8 million for the years ended December 31, 2021 and December 31, 2020, respectively.

Depreciation and amortization expense was $ 0.4 million and $ 0.8 million for the years ended December 31, 2022 and 2021, respectively.

There were no assets under capital leases as of December 31, 2022 and 2021.

Government assistance programs

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 an antibody cocktail therapeutic to treat COVID-19.

The amount of funding being made available to the Company under this expense reimbursement contract was $ 13.3 million.

In July 2020, the Company entered into the OTA Agreement with the DoD to fund the Company’s efforts in developing an antibody cocktail therapeutic to treat COVID-19.

The amount of funding originally made available to the Company under the OTA Agreement was $ 13.3 million.

In May 2021, the Company and the DoD amended the OTA Agreement, pursuant to which the DoD award was increased from $ 13.3 million to $ 17.6 million.

Under the agreement, the DoD shall pay the Company, upon submission of proper invoices, within 30 calendar days of receipt of request for payment.

In January 2023, the Company and the DoD modified the OTA Agreement to extend the termination date of the agreement to July 2023, at no additional cost to the government.

All other terms and conditions remain the same and are in full force and effect.

Under the OTA Agreement, the DoD is required to pay the Company, upon submission of invoices for approved budgeted supplies delivered and services rendered in carrying out the prototype project, within 30 calendar days of receipt of request for payment.

As of December 31, 2022, the Company has received the maximum $ 17.6 million in expense reimbursement from the DoD under the OTA Agreement.

The Company recorded contra-research and development expense of $ 0.6 million and $ 15.2 million for the years ended December 31, 2022 and 2021, respectively, in the statements of operations.

The Company had an expense reimbursement receivable balance of $ 2.7 million and $ 0.9 million due from the DoD in prepaid expenses and other current assets for the years ended December 31, 2021 and 2020, respectively, on the balance sheet.

There was no expense reimbursement receivable due from the DoD as of December 31, 2022.

The Company had an expense reimbursement receivable balance

of $ 2.7 million due from the DoD in prepaid expenses and other current assets as of December 31, 2021 in the accompanying balance sheets.

DoD reimbursable services that have been performed but not yet billed are recorded as an unbilled receivable in prepaid expenses and other current assets in the accompanying balance sheets.

There was no unbilled receivable from the DoD as of December 31, 2022.

As of December 31, 2021, the Company had an unbilled receivable of $ 1.6 million from the DoD.

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.

The Company has a deferred research obligation liability of $ 2.0 million and $ 0 million for the years ended December 31, 2021 and 2020, respectively.

This amount is included in accrued expenses and other liabilities in the accompanying balance sheet.

DoD reimbursable services that have been performed but not yet billed are recorded as an unbilled receivable in prepaid expenses and other current assets on the balance sheet.

The Company had an unbilled receivable from the DoD of $ 1.6 million and $ 0 million for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the Company has the potential for $ 0.2 million of expense reimbursement under the OTA Agreement.

The deferred research obligation liability is inconsequential for the year ended December 31, 2022.

As of December 31, 2021, the deferred research liability of $ 2.0 million is included in accrued expenses and other liabilities in the accompanying balance sheets.

CARES Act employee retention credit

Under the CARES Act, the Company met eligibility criteria for a $ 0.8 million refundable employee retention credit.

The Company recorded contra-expense to personnel related costs within research and development expense of $ 0.6 million and general and administrative expense of $ 0.2 million for the year ended December 31, 2022.

No such amounts were recorded for the year ended December 31, 2021.

The Company had an employee retention credit receivable due from the U.S.

Department of Treasury of $ 0.8 million in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets.

There was no employee retention credit receivable due from the U.S.

Department of Treasury as of December 31, 2021.

Accrued expenses and other liabilities

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Research and development

Deferred research obligations

Compensation and related benefits

Professional fees

Short-term operating lease liability and other liabilities

Deferred research obligations

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 (PPP Loan) pursuant to the Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief, and Economic Security Act and implemented by the U.S.

On April 30, 2020, the Company entered into a loan agreement with Silicon Valley Bank as the lender, or Lender, for a loan in an aggregate principal amount of $ 0.5 million pursuant to the Paycheck Protection Program under the CARES Act and implemented by the U.S.

Small Business Administration.

The Company used the proceeds of the PPP Loan for payroll and other qualifying expenses.

The entire PPP Loan was forgiven on May 21, 2021 and recognized as other income in the statement of operations.

The entire PPP Loan was forgiven on May 21, 2021 and recognized as other income in the statement of operations for the year ended December 31, 2021.

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 up to two additional five-year terms.

In December 2021, the Company extended the lease for an additional eighteen-month term.

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 de minimis as of December 31, 2021 and 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.

In August 2020, the Company entered into a one-year operating lease for laboratory equipment that expired in July 2021 and has fixed monthly payments of $ 18,000 .

Future minimum lease payments for the Company’s operating leases are as follows (in thousands):

Years ending December 31,

Rent expense for the years ended December 31, 2021 and 2020 was $ 0.5 million and $ 0.4 million, respectively.

Employment agreements

The Company entered into 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 Employment Agreements and provide for annual pay increases and bonuses at the discretion of the Board of Directors.

The Company entered into employment agreements, or the Employment Agreements, with certain 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 (subject to the payment of severance upon certain terminations) and provide for annual pay adjustments and bonuses at the discretion of the Board of Directors.

Employee benefit plan

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan).

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code, or 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 $ 0.1 million to the 401(k) Plan for the years ended December 31, 2021 and 2020, respectively.

The Company made matching contributions of $ 0.2 million and $ 0.1 million to the 401(k) Plan for the years ended December 31, 2022 and 2021, respectively.

Legal proceedings

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

The Company is not a party to any material 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.

Licensing arrangements

The Company has entered into various licensing agreements to further discover, develop and commercialize certain technologies and treatments.

The Company may need to pay developmental and regulatory milestone payments up to approximately $ 2.6 million.

In addition, the Company may need to pay royalty rates on net product sales and certain commercial milestone payments up to approximately $ 1.5 million, if any.

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

The Company may need to pay developmental and regulatory milestone payments of up to approximately $ 2.6 million.

In addition, the Company may need to pay royalty rates on net product sales, a portion of certain sublicense and collaboration payments, and certain commercial milestone payments of up to approximately $ 1.5 million, if any.

The Company recorded $ 0.1 million in development and regulatory milestone payments during the year ended December 31, 2022 in research and development expenses in the statements of operations.

There were no development and regulatory milestone payments during the year ended December 31, 2021.

2022 Amendment to Exclusive License Agreement

In December 2022, the Company and Arrayjet Limited, or Arrayjet, amended the Exclusive License Agreement, effective as of June 28, 2019 and amended July 10, 2020.

The agreement was amended, among other things, to increase the recurring exclusivity annual fee and make certain adjustments to the termination rights.

2021 Patent License Agreement

In June 2021, the Company entered into an exclusive worldwide patent license agreement with several Philadelphia based universities and hospitals (the Licensors) to further discover, develop and commercialize human antibodies, identified using Immunome’s human hybridoma technology, for the treatment of diseases associated with the formation of bacterial biofilms.

The Licensors are eligible to receive up to $ 1.5 million in regulatory and developmental milestone payments and up to $ 0.7 million in commercial milestone payments.

The Licensors are eligible to receive up to $ 2.2 million in the aggregate for certain regulatory, developmental, and commercial milestone payments.

In addition, the Licensors are eligible to receive low single digit royalty rates for net product sales, which are subject to adjustment in the event the Company sublicenses the approved technology.

Beginning in June 2022, the Company is subject to annual minimum payments to the Licensors of $ 20,000 , which increases to $ 30,000 annually in June 2023 and thereafter.

For the year ended December 31, 2021, the Company recorded a $ 0.1 million non-refundable license initiation fee that covers the attorney’s fees and all other charges associated with the preparation, filing, prosecution, and maintenance of the Patent Rights.

This non-refundable license initiation fee was recorded as an operating expense on the income statement.

Common stock and convertible preferred stock

The Company recorded $ 0.1 million in initiation and minimum annual payments related to this agreement for each of the years ended December 31, 2022 and 2021, respectively, in research and development expenses in the statement of operations.

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 up to two additional five-year terms.

In December 2021, the Company extended the lease for an additional eighteen-month term ending in March 2024.

Beginning July 2021, the Company leased laboratory equipment on a month-to-

In April 2022, the Company terminated the agreement through exercising the option to purchase the leased laboratory equipment under the lease agreement.

Supplemental balance sheet information related to leases as of December 31, 2022 was as follows (in thousands):

Operating leases:

Operating lease right-of-use assets

Operating lease liability

Operating lease liability, net of current portion

Total operating lease liability

Operating lease liability and operating lease liability, net of current portion is included in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the accompanying balance sheets.

Operating lease expense recorded as research and development and general and administrative expenses in the statements of operations is as follows (in thousands):

Operating lease cost (in thousands)

Year Ended December 31, 2022

General and administrative

Research and development

Total lease expense

Short term lease expense recorded as research and development expense in the statements of operations was $ 0.1 million for year ended December 31, 2022.

Under ASC 840, lease expense was $ 0.5 million for the year ended December 31, 2021.

Other information related to the operating lease where the Company is the lessee was as follows:

Year Ended December 31, 2022

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Supplemental cash flow information related to the operating lease was as follows (in thousands):

Year Ended December 31, 2022

Cash paid for operating lease liability

As of December 31, 2022, minimum rental commitments under the operating lease were as follows (in thousands):

Years ending December 31,

Total lease payments

Less imputed interest

Present value of lease liability

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.

On October 14, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC, pursuant to which the Company may issue from time-to-time securities with an aggregate price of up to $ 200.0 million.

On October 1, 2021 the Company entered into a new Open Market Sale Agreement ("ATM Agreement”) with Jefferies LLC, which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock under the registration statement having an aggregate offering price of up to $ 75.0 million through Jefferies acting as sales agent.

The Company has not yet sold any shares under the ATM Agreement.

On August 4, 2021, the Company entered into a consulting agreement that included a cash retainer and an equity grant.

In addition, the consultant purchased 14,115 shares of common stock from the Company for $ 15.94 per share.

On April 28, 2021, the Company sold 1,000,000 units, each unit comprising one share of the Company’s common stock and one Series B Warrant (each, a Series B Warrant) to purchase one-half a share of common stock.

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.

On October 1, 2021, the Company entered into the ATM Agreement with Jefferies Group LLC, which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock under the registration statement having an aggregate offering price of up to $ 75.0 million through Jefferies Group LLC acting as sales agent.

The company has not sold any shares under the ATM Agreement or the shelf registration statement as of December 31, 2022.

On August 4, 2021, the Company sold 14,115 shares of the Company’s common stock for $ 15.94 per share to a purchaser in accordance with the Stock Purchase Agreement, or Stock Purchase Agreement.

On April 28, 2021, the Company sold 1,000,000 units, each unit comprising one share of the Company’s common stock and one Series B Warrant (each, a “Series B Warrant”) to purchase one-half of a share of common stock.

The units were issued in a private placement at a price of $ 27.00 per unit for gross proceeds of $ 27.0 million.

The Series B Warrants are equity-classified, exercisable at any time, have an exercise price of $ 45.00 per share and will terminate at three years from the date of issuance.

The Series B Warrants are equity-classified, exercisable at any time, have an exercise price of $ 45.00 per share and will terminate three years from the date of issuance.

The fair value of the warrants on the date of issuance was $ 6.0 million.

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The significant assumptions used in preparing the option pricing model for valuing the Company's warrants to purchase shares of common stock as of April 28, 2021 included (i) volatility of 82.7 %, (ii) risk free interest rate of 0.35 %, (iii) strike price of $ 45.00 per share, (iv) fair value of common stock of $ 28.70 per share, and (v) expected life of three years.

The Series B Warrants are callable by the Company in certain circumstances.

On October 6, 2020, the Company closed the IPO in which the Company issued and sold 3,737,500 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’ equity (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.

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.

As described below, in September 2022, the Series B Warrants were modified to reduce the strike price to $ 10.00 per share and to remove the Company’s call right.

Warrants to acquire shares of common stock

On September 2, 2022, the Company notified holders of the Company’s Series B Warrants, or the Holders, of the Company’s agreement to permit Holders to exercise the Series B Warrants at an exercise price of $ 10.00 per share (reduced from the previous exercise price of $ 45.00 per share) at any time prior to the expiration date of the Series B Warrants.

The Company recognized a deemed dividend of $ 0.6 million, which represents the incremental fair value of the outstanding warrants as a result of the modification.

This deemed dividend is recorded in the Company's statement of operations as an increase to the net loss attributable to common stockholders for purposes of computing net loss per share, basic and diluted.

The net impact to the statements of changes in stockholders’ equity was zero because the warrants were equity classified before and after the modification.

At December 31, 2022 common stock warrants outstanding were as follows:

Warrants Outstanding

Exercise Price per Share

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April 28, 2024

For the year ended December 31, 2021, 148,653 warrants exercisable for $ 9.00 per share were exercised, and the Company received proceeds of $ 1.3 million and 148,653 shares of the Company’s common stock were issued.

Additionally, 83,431 warrants were exercisable for $ 9.00 per share were exercised in cashless transactions for the year ended December 31, 2021 and 52,326 shares of the Company’s common stock were issued.

For the year ended December 31, 2022, no warrants were exercised.

For the year ended December 31, 2021, 148,653 warrants exercisable for $ 9.00 per share were exercised, and the Company received proceeds of $ 1.3 million

and 148,653 shares of the Company’s common stock were issued.

Additionally, 83,431 warrants exercisable for $ 9.00 per share were exercised in cashless transactions during the year ended December 31, 2021 and 52,326 shares of the Company’s common stock were issued.

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 non-qualified 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 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.

On September 24, 2020, the 2018 Plan was terminated and replaced with the 2020 Equity Incentive Plan (2020 Plan).

Additionally, the number of shares of our common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4 % of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors.

On September 18, 2020, the Company adopted the Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans.

Under the 2020 Plan, the number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors.

As of December 31, 2022, there were 1,325,192 shares available for future issuance under the 2020 Plan.

The Company also adopted the 2020 Employee Stock Purchase Plan (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 1 of each calendar year for a period of up to ten years , commencing on the first January 1 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 31 of the preceding calendar year, and (ii) 1,000,000 shares of common stock.

No shares of common stock have been issued under the ESPP Plan as of December 31, 2021.

The 2020 Plan and the ESPP Plan are administered by the Board of Directors subject to the Board’s right to delegate to a committee.

On January 1, 2023, the number of shares available for future issuance under the 2020 Plan increased by 485,153 shares.

The Company also adopted the 2020 Employee Stock Purchase Plan, or the ESPP, 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.

The maximum number of shares of common stock that may be issued under the ESPP will not exceed 125,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1 of each calendar year for a period of up to ten years , commencing on the first January 1 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 31 of the preceding calendar year, and (ii) 1,000,000 shares of common stock.

As of December 31, 2022, there were 352,445 shares available under the ESPP.

No shares of common stock have been issued under the ESPP as of December 31, 2022.

On January 1, 2023, the number of shares available for future issuance under the ESPP increased by 121,288 shares.

The 2020 Plan and the ESPP are administered by the Board of Directors subject to the Board’s right to delegate to a committee.

The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors.

Stock options awarded under the Plans and the 2020 Plan 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.

Stock options awarded under the 2020 Plan generally expire 10 years after the grant date unless the Board of Directors sets a shorter term.

Vesting periods for awards under the 2020 Plan are determined at the discretion of the Board of Directors.

Stock options granted to employees, officers, members of the Board of Directors and consultants of the Company typically vest over one 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.

Certain options provide for accelerated vesting if there is a change in control, as defined in the 2020 Plan.

Share-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations is as follows (in thousands):

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Fair value of common stock

A summary of option activity under the Plans and the 2020 Plan during the year ended December 31, 2021 is as follows:

A summary of option activity under the 2020 Plan and prior Plans during the year ended December 31, 2022 is as follows:

exercise price

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Exercisable at December 31, 2022

Vested or expected to vest at December 31, 2021

The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $ 2.65 and $ 16.49 , respectively.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2021 and 2020 was $ 4.0 million and $ 1.2 million, respectively.

The aggregate intrinsic value of stock options outstanding at December 31, 2021 and 2020 is $ 11.3 million and $ 10.1 million, respectively.

In August 2020, the Company granted a total of 92,169 stock options 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.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 was $ 0.2 million.

The aggregate intrinsic value for options exercisable at December 31, 2022 was $ 0.8 million.

The aggregate intrinsic value of stock options outstanding at December 31, 2022 was $ 0.9 million.

Restricted Stock Awards

During August 2021, the Company granted 13,500 fully vested shares of common stock to a consultant in exchange for various strategic and advisory services.

The Company recorded stock-based compensation expense of $ 0.2 million for the year ended December 31, 2021 related to shares granted.

During August 2021, the Company granted 13,500 fully vested restricted stock awards.

The Company recorded share-based compensation expense of $ 0.2 million for the year ended December 31, 2021 related to the restricted stock awards granted.

No such transaction occurred for the year ended December 31, 2022.

As of December 31, 2021, there was no unvested portion of the restricted stock award as all shares were fully vested upon grant.

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

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State tax, net of federal benefit

Effects of state tax legislation, net of federal benefit

Research and development credits

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Net operating loss carryforwards

Research and development intangibles

Research and development credits

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Total deferred tax liabilities

The Company had no income tax expense due to the operating loss incurred for the years ended December 31, 2021 and 2020.

The Company had no income tax expense due to the operating losses incurred for the years ended December 31, 2022 and 2021.

Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets.

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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.

The Company has not currently completed an evaluation of ownership changes through December 31, 2021 to assess whether utilization of the Company’s net operating loss or research and development credit carryforwards would be subject to an annual limitation under Sections 382 and 383.

The Company has not currently completed an evaluation of ownership changes through December 31, 2022 to assess whether utilization of the Company’s net operating loss or research and development credit carryforwards would be subject to an annual limitation under

Sections 382 and 383.

To the extent an ownership change occurs in the future, the net operating loss and credit carryforwards may be subject to limitation.

Further, until a study is completed and any limitation is known, no amounts

are being presented as an uncertain tax position.

Further, until a study is completed and any limitation is known, no amounts are presented as an uncertain tax position.

As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future.

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This study may result in an increase or decrease to the Company’s credit carryforwards;

however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position.

however, until a study is completed and any adjustment is known, no amounts are presented as an uncertain tax position.

A full valuation allowance has been provided against the Company’s credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance.

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As of December 31, 2022, the Company had $ 81.0 million of federal and $ 81.4 million of state net operating loss carryforwards.

As of December 31, 2020, the Company had $ 47.3 million of federal and $ 47.7 million of state net operating loss carryforwards.

If not utilized, the federal and state net operating loss carryforwards expire starting in 2027.

Included in the federal net operating loss carryforwards are $ 51.8 million of net operating loss generated from 2018 to 2021 that will not expire and are limited to offset 80 % of our taxable income for years beginning after December 31, 2020.

Included in the federal net operating loss carryforwards are $ 64.0 million of net operating loss generated from 2018 to 2022 that will not expire and are limited to offset 80 % of the Company’s taxable income for years beginning after December 31, 2020.

Certain federal and state net operating loss carryforwards expire at various dates through 2042.

As of December 31, 2021, we had cumulative federal R&D tax credits of $ 2.0 million.

As of December 31, 2022, the Company had cumulative federal R&D tax credits of $ 2.7 million.

These tax credit carryforwards will expire at various dates through 2042.

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The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense.

The Company has no t recorded any interest or penalties for unrecognized tax benefits since its inception.

The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception.

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

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Related party transactions

License agreements

The Company has entered into license agreements with shareholders of the Company (see Note 9, Licensing Arrangements).

Expenses with these related parties during the years ended December 31, 2021 and 2020 were approximately $ 0.4 million and $ 0.1 million, respectively.

Amounts owed to these related parties were approximately $ 0.1 million and $ 0 as of December 31, 2021 and 2020, respectively.

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 (collectively Broadband Capital).

In November 2015, the Company entered into a management services agreement, or MSA, with BCM Advisory Partners LLC and Broadband Capital Partners LLC, or Broadband Capital.

Certain directors of the Company are principals of Broadband Capital.

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In June 2021, the Company extended the Broadband MSA to continue through June 2022.

The Broadband MSA expired in June 2022.

The Company recorded $ 0.1 million and $ 0.2 million during the years ended December 31, 2022 and 2021, respectively, related to the Broadband MSA, which is included in general and administrative expenses in the statements of operations.

There were no amounts due to Broadband Capital as of December 31, 2021 and 2020.

Amounts due to Broadband Capital were $ 0.1 million and $ 0.0 as of December 31, 2022 and December 31, 2021, respectively.

Subsequent events

Collaboration Agreement with AbbVie

On January 4, 2023, the Company entered into the Collaboration Agreement with AbbVie, pursuant to which the Company will use its proprietary discovery engine 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.

The research term is at least 66 months , subject to extension in certain circumstances by specified extension periods.

Pursuant to the terms of the Collaboration Agreement, with respect to each novel target-antibody pair that the Company generates that meets certain mutually agreed criteria (each, a Validated Target Pair or VTP), the Company granted to AbbVie an exclusive option (up to a maximum of 10 in total) to purchase all rights in and to such Validated Target Pair, for all human and non-human diagnostic, prophylactic and therapeutic uses throughout the

world, including without limitation the development and commercialization of certain products derived from the assigned Validated Target Pair and directed to the target comprising such VTP (Products).

No rights are granted by the Company to AbbVie under any of Company’s platform technology covering the Company’s discovery engine.

Until the expiration of the research term, the Company is not permitted to conduct any activities in connection with targets or antibodies derived from patients with the specified tumor types, whether independently or with other third parties, except in limited circumstances with respect to certain target-antibody pairs that are no longer subject to the collaboration with AbbVie.

In addition, during the term of the Collaboration Agreement, the Company is not permitted to develop products directed to targets that are included in VTPs purchased by AbbVie, or to which AbbVie still has rights under the Collaboration Agreement, whether independently or with other third parties.

Under the Collaboration Agreement, AbbVie will pay the Company an upfront payment of $ 30.0 million, plus certain additional platform access payments in the aggregate amount of up to $ 70.0 million based on the Company’s use of its discovery engine in connection with activities under each stage of the research plan, and delivery of VTPs to AbbVie.

AbbVie will also pay an option exercise fee in the low single digit millions for each of the up to 10 VTPs for which it exercises an option.

If AbbVie progresses development and commercialization of a Product, AbbVie will pay the Company development and first commercial sale milestones of up to $ 120.0 million per target, and sales milestones based on achievement of specified levels of net sales of Products of up to $ 150.0 million in the aggregate per target, in each case, subject to specified deductions in certain circumstances.

On a Product-by-Product basis, AbbVie will pay the Company tiered royalties on net sales of Products at a percentage in the low single digits, subject to specified reductions and offsets in certain circumstances.

AbbVie’s royalty payment obligation will commence, on a Product-by-Product and country-by-country basis, on the first commercial sale of such Product in such country and will expire on the earlier of (a) (i) the ten ( 10 )-year anniversary of such first commercial sale for such Product in such country, or (ii) solely with respect to a Product that incorporates an antibody comprising a VTP (or certain other antibodies derived from such delivered antibody), the expiration of all valid claims of patent rights covering the composition of matter of any such antibody (whichever out of (i) or (ii) is later), and (b) the expiration of regulatory exclusivity for such Product in such country.

The Company is potentially eligible to receive up to $ 2.8 billion from AbbVie under the Collaboration Agreement from the sources described above.

The Collaboration Agreement will expire upon the expiration of the last to expire royalty payment obligation with respect to all Products in all countries, subject to earlier expiration if all option exercise periods for all Validated Target Pairs expire without AbbVie exercising any option.

In addition, the research term will terminate if AbbVie does not elect to make certain platform access payments at specified points during the research term, in order for the Company to continue the target discovery activities under the collaboration.

The Collaboration Agreement may be terminated by (a) either party upon the other party’s uncured material breach, or upon any insolvency event of the other party, (b) AbbVie for convenience upon a specified period prior written notice, or (c) AbbVie for the Company’s breach of representations and warranties with respect to debarment or compliance with anti-bribery and anti-corruption laws.

If AbbVie has the right to terminate the Collaboration Agreement for the Company’s uncured material breach or a breach of representations and warranties with respect to debarment or compliance with anti-bribery and anti-corruption laws, AbbVie may elect to continue the Collaboration Agreement, subject to certain specified reductions applicable to certain of AbbVie’s payment obligations (with a specified floor on such reductions).

Whitehead Letter Agreement

On November 17, 2022, the Company entered into a Letter Agreement, or the Letter Agreement, with the Whitehead Institute of Biomedical Research, or Whitehead, which became effective on January 4, 2023 upon the satisfaction of the conditions described therein.

The Letter Agreement supplements the Exclusive Patent License Agreement entered into between the Company and Whitehead on June 25, 2009 (as amended on December 17, 2009, March 21, 2013, August 21, 2017 and July 21, 2020, the License Agreement).

Pursuant to the Letter Agreement, Whitehead and the Company agreed that certain payments received by the Company from the Collaborator (as defined in the Letter Agreement) (i.e., a corporate partner, as defined in the License Agreement) would be excluded from the Company’s payment obligations to Whitehead.

The Company and Whitehead further agreed, among other things, that the Company will make certain payments to Whitehead (i) as Net Sales (as defined in the License Agreement) as long as the Company receives those payments from the Collaborator on a specified number of products purchased by the Collaborator and (ii) upon the achievement of certain milestones whether by the Company or the Collaborator.

EXHIBIT INDEX

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1 to our Registration Statement on Form S-1/A filed on September 24, 2020).

Consulting Agreement by and between the registrant and Michael Lefenfeld, dated as of April 15, 2020 (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed on September 9, 2020).

License Agreement by and between the registrant and Arrayjet Limited, dated June 28, 2019, as amended by the Amendment to the License Agreement dated July 10, 2020 (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-1 filed on September 9, 2020).

Amendment #2 to the License Agreement by and between the registrant and Arrayjet Limited, dated December 30, 2022.

Exclusive Patent License Agreement by and between the registrant and the Massachusetts Institute of Technology as licensing agent for Whitehead Institute for Biomedical Research, dated June 25, 2009, as amended by the First Amendment to the Exclusive Patent License Agreement dated December 17, 2009, by the Second Amendment to the Exclusive Patent License Agreement Dated March 21, 2013, by the Third Amendment to the Exclusive Patent License Agreement dated August 21, 2017 and by the Fourth Amendment to the Exclusive Patent License Agreement dated July 21, 2020 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on September 9, 2020).

Letter Agreement by and between the registrant and the Whitehead Institute for Biomedical Research, dated November 17, 2022.

Exclusive License Agreement by and between the registrant and Thomas Jefferson University, dated June 1, 2012, as amended by the First Amendment to License Agreement dated October 19, 2017 (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-1 filed on September 9, 2020).

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1 to our Registration Statement on Form S-1/A filed on September 24, 2020)

Amended and Restated Employment Agreement by and between the registrant and Michael J.

Morin, dated September 23, 2020 (incorporated by reference to Exhibit 10.24 to Amendment No.

1 to our Registration Statement on Form S-1/A filed on September 24, 2020)

Employment Agreement between the Company and Sandra G.

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(incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed on March 25, 2021).

Master Services Agreement, between the Company and Abzena (San Diego) Inc dated December 14, 2020 (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed on March 25, 2021).

Employment Letter Agreement between the Company and Corleen M.

Roche, effective April 19, 2021 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 20, 2021).

Employment Agreement between the Company and Dennis Giesing effective April 7, 2021 .

Amended and Restated Employment Agreement of Matthew Robinson effective June 16, 2022.

Securities Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated April 26, 2021 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 26, 2021).

Engagement Letter, by and between the Company and Ladenburg Thalmann & Co.

Inc., dated April 9, 2021, as amended by the Amendment No.

1 thereto, dated April 25, 2021 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 26, 2021).

Modification of Contract between the Company and the Department of Defense, United States of America, dated May 19, 2021 (portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv)) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 20, 2021).

Modification of Contract between the Company and the Department of Defense, United States of America, dated January 4, 2023.

Fourth Amendment to Second Amended and Restated Management Services Agreement, dated June 1, 2021, by and between the Company and Broadband Capital Partners LLC (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on August 16, 2021).

Second Amended and Restated Employment Agreement, dated August 1, 2021, by and between the Company and Dr.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 5, 2021).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 15, 2021).

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and Jefferies LLC (incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3 filed on October 1, 2021).

Letter to Holders of Series B Warrants to Purchase Shares of Common Stock (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 2, 2022) .

Collaboration and Option Agreement by and between the Registrant and AbbVie Global Enterprises Ltd., dated January 4, 2023.

Master Services Agreement by and between the registrant and Arrayjet Limited, dated November 8, 2016.

Revision to Master Services Agreement by and between the registrant and Arrayjet Limited, dated February 15, 2021 .

Amendment #2 to Master Services Agreement by and between the registrant and Arrayjet Limited, dated January 1, 2022.

Amendment #3 to Master Services Agreement by and between the registrant and Arrayjet Limited, dated December 30, 2022.

Quotation and Contract of Sale by and between the registrant and Arrayjet Limited, dated December 30, 2022.

Immunome, Inc.

Annual Employee Bonus Plan.

Annual Employee Bonus Plan (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on March 28, 2022).

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated October 6, 2022 (incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on October 6, 2022).

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

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

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

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(2) Statements of Operations for the years ended December 31, 2022 and 2021;

(3) Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020;

(3) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021;

(4) Statements of Cash Flows for the years ended December 31, 2022 and 2021;

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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