Item 5. Other Information
Item 5. Other Information
On November 8, 2023, we delivered written notice to Jefferies LLC that we were terminating the prospectus supplement, dated October 1, 2021, related to our common stock, $0.0001 par value per share, issuable pursuant to the terms of the Open Market Sale Agreement SM , dated October 1, 2021, between us and Jefferies LLC, or the ATM Agreement, and terminating the ATM Agreement. Pursuant to the terms of the ATM Agreement, the ATM Agreement will terminate on November 22, 2023 (10 trading days from the delivery of our notice of termination), or the Termination Date. The ATM Agreement provided for the offer and sale of shares of our common stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $75.0 million through which Jefferies LLC would act as sales agent. All of the continuing obligations under the ATM Agreement will terminate as of the Termination Date, other than those provisions which expressly survive termination as provided in the ATM Agreement. We are not subject to any termination penalties related to the termination of the ATM Agreement. Prior to termination, we sold 5,925 shares of common stock under the ATM Agreement resulting in net proceeds of approximately $34,000. The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No. 333-259966) filed with the SEC on October 1, 2021.
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Item 6. Exhibits
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
2.1
Agreement and Plan of Merger and Reorganization, dated July 29, 2023, by and among Immunome, Inc., Ibiza Merger Sub, Inc. and Morphimmune, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed June 29, 2023).
3.1
Amended and Restated Certificate of Incorporation of Immunome, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8K filed October 6, 2020).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Officer Exculpation (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed October 4, 2023).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Authorized Share Increase (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed October 4, 2023).
3.4
Amended and Restated Bylaws of Immunome, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8K filed October 6, 2020) .
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed September 24, 2020).
4.2
Amended and Restated Investors’ Rights Agreement by and among Immunome, Inc. and certain of its stockholders, dated June 2, 2020 (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 filed September 9, 2020).
10.1
202 0 Immunome, Inc. Equity Incentive Plan, as amended.
10.2
Third Amended and Restated Non-Employee Director Compensation Policy, effective October 27, 2023.
31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive Data File (Form 10-Q for the Quarterly Period ended September 30, 2023 filed in XBRL). The financial information contained in the XBRL-related documents is "unaudited" and "unreviewed." The instance document does not appear in the interactive file because its XBRL tags are embedded within the Inline XBRL document.
104
Cover Page Interactive File (embedded within the Inline XBRL document).
*
Filed or furnished herewith.
# Management contracts or compensatory plans or arrangements
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IMMUNOME, INC.
(Registrant)
Date: November 9, 2023
By:
/s/ Clay B. Siegall, Ph. D.
Name:
Clay B. Siegall, Ph. D.
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 9, 2023
By:
/s/ Corleen M. Roche
Name:
Corleen M. Roche
Title:
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.