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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-16 · 455 added, 359 removed, 417 unchanged (66% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15I and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of December 31, 2022, our disclosure controls and procedures were effective as of December 31, 2022 to ensure the timely disclosure of required information in our SEC filings.

Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of the end of December 31, 2023, our disclosure controls and procedures were effective as of December 31, 2023 to ensure the timely disclosure of required information in our SEC filings.

Management’s Report on Internal Control Over Financial Reporting

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3) 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 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).

In connection with the preparation of the Company’s annual consolidated 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).

Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of the Company’s internal control over financial reporting.

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Changes in Internal Control Over Financial Reporting

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.

No changes in our internal control over financial reporting occurred during our fourth quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

We will file a definitive proxy statement for our 2024 Annual Meeting of Stockholders, or the Proxy Statement, with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.

Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Directors, Executive Officers, and Corporate Governance

The information required by Item 10 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2023 annual meeting of stockholders.

The information required by this Item 10 will be set forth in the sections headed “Election of Directors,” “Information Regarding the Board and Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” if any, in the Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.

A current copy of the Code of Business Conduct and Ethics is available on the Governance section of our website at investors.immunome.com.

If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2023 annual meeting of stockholders.

The information required by this Item 11 will be set forth in the sections headed “Executive Compensation” and “Non-Employee Director Compensation” in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2023 annual meeting of stockholders.

The information required by this Item 12 will be set forth in the sections headed “Security Ownership of Certain Beneficial Owners and Management,” and “Executive Compensation,” in the Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2023 annual meeting of stockholders.

Principal Accountant’s Fees and Services

The information required by Item 14 of Form 10-K is incorporated by reference to the information contained in our definitive proxy statement for the 2023 annual meeting of stockholders.

The information required by this Item 13 will be set forth in the sections headed “Certain Related-Person Transaction,” and “Information Regarding the Board and Corporate Governance,” contained in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item 14 will be set forth in the section headed “Ratification of Selection of Independent Registered Accounting Firm,” in the Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

See Index to the Financial Statements on page 85 of this Annual Report.

(a)(2) Financial Statement Schedules

None, as all information required in these schedules is included in the Notes to the Financial Statements.

(a)(3) Exhibits

See Exhibit Index or Page 109 of this Annual Report.

The following documents are filed as part of this Annual Report on Form 10-K

(1) Financial Statements

Our consolidated financial statements listed in the “Index to the Consolidated Financial Statements” and Report of Independent Registered Public Accounting Firm are included after this Part IV, Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein.

Immunome, Inc.

INDEX TO FINANCIAL STATEMENTS

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

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 Stockholders’ Equity for the years ended December 31, 2022 and 2021

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

Notes to Financial Statements

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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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.

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

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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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.

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

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.

We conducted our audits 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.

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.

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.

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 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.

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.

/s/ Ernst & Young LLP

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March 28, 2024

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 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 audit.

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.

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/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

March 28, 2022

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

In 2022 we became the predecessor auditor.

Immunome, Inc.

Balance sheets

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

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Cash and cash equivalents

Marketable securities

Prepaid expenses and other current assets

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Deferred offering costs

Other long-term assets

Liabilities and stockholders’ equity

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Accrued expenses and other current liabilities

Deferred revenue, current

Total current liabilities

Deferred revenue, non-current

Other long-term liabilities

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10,000,000 shares authorized;

no shares issued or outstanding at December 31, 2022 and December 31, 2021

no shares issued or outstanding at December 31, 2023 and 2022

Common stock, $ 0.0001 par value;

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Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

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Total liabilities and stockholders’ equity

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

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

Immunome, Inc.

Statements of operations

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

Year ended December 31,

Collaboration revenue

Operating expenses:

In-process research and development

Research and development

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Loss from operations

Other income (expense):

Interest income (expense), net

Total other income

Interest income

Deemed dividend arising from warrant modification

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Weighted-average common shares outstanding, basic and diluted

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

Comprehensive loss

Unrealized gain on marketable securities

Comprehensive loss

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

Immunome Inc.

Statements of changes in stockholders’ equity

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

Stockholders’ equity

comprehensive

Balance at January 1, 2022

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

Share-based compensation expense

Exercise of common stock warrants

Exercise of stock options and vesting of restricted stock

Exercise of stock options

Balance at December 31, 2022

Unrealized gain on marketable securities

Share-based compensation expense

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

Issuance of common stock

Vesting of restricted stock awards

Exercise of stock options

Issuance of common stock for PIPE funding, net of $ 9.0 million of issuance costs

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

Balance at December 31, 2023

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

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

Immunome Inc.

Statements of cash flows

Consolidated Statements of Cash Flows

(in thousands)

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Amortization of right-of-use asset

Accretion of discount related to marketable securities

Share-based compensation

Deferred rent

Forgiveness of PPP Loan

Charge for purchase of in-process research and development assets

Changes in operating assets and liabilities:

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Accrued expenses and other current liabilities

Deferred revenue

Other long-term liabilities

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Cash flows from investing activities:

Purchases of marketable securities

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

Purchases of property and equipment

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Cash flows from financing activities:

Proceeds from exercise of stock options

Proceeds from exercise of common stock warrants

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

Payment of equipment loan payable

Payment of offering costs

Proceeds from PIPE transaction

Proceeds from exercise of stock options

Proceeds from issuance of common stock under ATM, net

Net cash provided by financing activities

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

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

Cash and cash equivalents and restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of year

Supplemental disclosures of cash flow information:

Cash paid for interest

Supplemental disclosures of non-cash investing and financing activities:

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

Offering costs included in accounts payable

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

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

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

Right-of-use asset and lease liability recognized for new operating lease liabilities

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

Property and equipment included in accounts payable

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

Immunome, Inc.

Notes to financial statements

Notes to the consolidated financial statements

Nature of the business

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

Immunome, Inc., or the Company, is a biopharmaceutical company focused on the development of targeted oncology therapies.

The Company believes that the pursuit of novel or underexplored targets will be central to the next generation of transformative therapies.

For that reason, Immunome pursues therapeutics that it believes have best-in-class or first-in-class potential.

The Company’s goal is to establish a broad pipeline of preclinical and clinical assets which it can efficiently develop through successive value inflection points.

To support that goal, the Company pairs business development activity with significant investment in its internal discovery programs.

Immunome is advancing a named pipeline comprising one clinical and three preclinical assets.

The clinical asset is AL102, an investigational gamma secretase inhibitor, currently under evaluation in a Phase 3 trial for the treatment of desmoid tumors that was acquired from Ayala Pharmaceuticals, Inc.

on March 25, 2024.

The preclinical assets are IM-1021, a receptor tyrosine kinase-like orphan receptor 1, or ROR1, antibody-drug conjugates, or ADC;

IM-3050, a fibroblast activation protein, or FAP, targeted radioligand therapy, or RLT, candidate;

and IM-4320, an anti-IL-38 immunotherapy candidate.

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.

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

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

On October 2, 2023, the Company completed its merger with Morphimmune Inc., or Morphimmune, a preclinical biotechnology company focused on developing targeted oncology therapies.

Under the terms of the Agreement and Plan of Merger and Reorganization dated as of June 28, 2023, or the Merger Agreement, among the Company, Morphimmune and Ibiza Merger Sub, Inc., a wholly owned subsidiary of the Company, or Merger Sub, Morphimmune merged with and into Merger Sub, with Morphimmune surviving as a wholly-owned subsidiary of Immunome, or the Merger.

The Company has incurred net losses since inception, including net losses of $ 106.8 million and $ 36.9 million for the years ended December 31, 2023 and 2022, 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.

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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.

Through December 31, 2023, the Company has funded its operations primarily through sales of equity securities and strategic partnerships and transactions as well as expense reimbursement s from the Department of Defense, or DoD, under the Other Transaction Authority for Prototype Agreement, or the OTA Agreement .

In February 2024, the Company raised $ 230.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, from a public offering of 11,500,000 shares of the Company’s common stock, or the 2024 Financing.

In June 2023, the Company entered into subscription agreements with certain investors pursuant to which the Company sold 21,690,871 shares of its common stock, immediately following the completion of the Merger in October 2023, in exchange for gross proceeds of $ 125.0 million.

The Company expects that its existing cash, cash equivalents and marketable securities at December 31, 2023, in combination with the proceeds from the 2024 Financing, will enable the Company to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Annual Report on Form 10-K.

Beyond that date, 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.

If the Company cannot obtain the necessary funding, it will need to delay or scale back some of its research and development programs, 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), or reduce operations.

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.

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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, or GAAP, in the United States.

The accompanying consolidated 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

Significant estimates and assumptions reflected in these 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.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the expected volatility used to estimate fair value of stock options, accrued research and development expenses, the fair value of acquired in-process research and development assets, and the estimated costs which drive the revenue recognition for the Collaboration Agreement with AbbVie.

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

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Cash and cash equivalents

Cash and cash equivalents consist of standard checking accounts and a money market account.

Cash and cash equivalents consist of standard checking accounts, a money market account and three-month treasury bills.

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

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Restricted cash was $ 100,000 at both December 31, 2023 and 2022, 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:

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

(in thousands)

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Restricted cash

Marketable Securities

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

Treasury debt securities.

Debt securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income, a component of stockholders’ equity.

These debt securities have an original maturity period greater than 90 days, but less than one year.

The Company classifies marketable securities that are available for use in current operations as current assets on the consolidated balance sheets.

Unrealized losses are evaluated for impairment under ASC 326 , Financial Instruments - Credit Losses, or ASC 326, to determine if the impairment is credit-related or non-credit-related.

Credit-related impairment is recognized as an allowance on the consolidated balance sheet with a corresponding adjustment to earnings, and non-credit-related impairment is recognized in accumulated other comprehensive loss.

Concentration of credit risk

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

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.

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

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

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

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

Property and equipment

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Expenditures for repairs and maintenance of assets are charged to expense as incurred, while major betterments are capitalized.

Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations.

Asset Acquisitions

Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition.

Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued.

Direct transaction costs are recognized as part of the cost of an acquisition of assets.

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

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

For further disclosures related to asset acquisitions see Note 3 to the consolidated financial statements.

Impairment of long-lived assets

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Equity issuance costs

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.

The Company capitalizes costs directly associated with equity financings as deferred offering costs on its consolidated balance sheet.

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

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

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.

As of December 31, 2022, there were $ 0.3 million of deferred offering costs related to the Open Market Sale Agreement, or the ATM Agreement, and shelf registration that were expensed in 2023 as a result of the termination of the ATM Agreement.

There were no deferred offering costs as of December 31, 2023.

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

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

Collaboration revenue

The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements , or ASC 808, and ASC 606, Revenue from Contracts with Customers , or ASC 606.

The Company considers the nature and contractual terms of collaborative arrangements and assesses whether the arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement.

If the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement as a collaboration under ASC 808.

If it is not exposed to significant risks and rewards and the contract is with a customer, the Company accounts for the collaboration under ASC 606.

Payments pursuant to collaborative arrangements may include non-refundable upfront payments, research option and license option payments, milestone payments upon the achievement of significant regulatory and development events, commercial sales milestones, and royalties on product sales.

The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period.

In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under a collaboration arrangement, the Company applies the five-step model of ASC 606:

(i) identify the contract with a customer;

(ii) identify the performance obligations in the contract, including whether they are capable of being distinct;

(iii) determine the transaction price, including the constraint on variable consideration;

(iv) allocate the transaction price to the performance obligations;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, and assessing the recognition of variable consideration.

When consideration is received prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred revenue.

Deferred revenue expected to be recognized as revenue within the twelve months following the balance sheet date is classified as a current liability.

In January 2023, the Company entered into the Collaboration Agreement with AbbVie, which was determined to be within the scope of ASC 606.

Please see Note 4 for further information related to the accounting for the Collaboration Agreement.

Research and development expenses

Research and development costs are charged to expense as incurred.

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The Company accounts for forfeitures as they occur.

For share-based awards with service-based vesting conditions, the Company recognized compensation expense on a straight-line basis over the service period.

The Company classified share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

For share-based awards with service-based vesting conditions, the Company recognized compensation expense on a

straight-line basis over the service period.

The Company classified share-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees.

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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.

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.

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

The Company accounts for leases in accordance with ASC 842, Leases .

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.

Typically, lessees are required to recognize leases with a term greater than one year on the consolidated 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.

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The Company does not have any financing leases as of December 31, 2023.

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.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the 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.

Lease payments are discounted to their present value using either the interest rate implicit in the lease or the Company’s 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 consolidated financial statements and tax returns.

Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse.

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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 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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Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement.

Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized as Level 3.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Cash and cash equivalents are Level 1 assets for the years ended December 31, 2022 and 2021.

In accordance with the fair value hierarchy described above, the following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis:

Total Fair Value

December 31, 2023

Cash equivalents – money market funds

Cash equivalents – short-term U.S.

Treasury securities

Marketable securities – U.S.

Treasury securities

December 31, 2022

Cash equivalents – money market funds

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

Treasury debt securities with a contractual maturity date of 6 months .

The following is a summary of available-for-sale marketable securities which provides a reconciliation of historical cost basis to fair value as of December 31, 2023, including cumulative unrealized gains and losses.

Amortized Cost

Unrealized Gain

Unrealized Loss

December 31, 2023

Treasury securities

Net loss per share

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(1) Represents common stock equivalents

In periods in which the Company reports a net loss per share of common stock, diluted net loss per share of common stock is the same as basic net loss per share of common stock since dilutive common shares are not assumed to have

been issued if their effect is anti-dilutive.

The Company reported a net loss per share of common stock for the years ended December 31, 2023 and 2022.

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.

ASU 2016-13, Credit Losses

On January 1, 2023, we adopted ASU No.

2016-13, Measurement of Credit Losses on Financial Instruments .

This standard amended the guidance on the recognition of impairment losses of certain financial instruments.

The ASU established the current expected credit loss model, which is based on expected losses rather than incurred losses.

Adoption of this standard had no impact on our consolidated financial statements.

Recent accounting standards not yet adopted

ASU 2023-09, Income Tax Disclosures

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

This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

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

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

The Company is still in the process of determining the effect this ASU will have on the consolidated financial statements.

On October 2, 2023 the Company closed the Merger transaction contemplated by the Merger Agreement.

As a result of the Merger, the Company acquired 100 % of the outstanding equity interests of Morphimmune through the issuance of 8,835,710 shares of the Company’s common stock to Morphimmune stockholders, based upon an exchange ratio of 0.3042 shares of the Company’s common stock for each outstanding share of Morphimmune capital stock.

Upon completion of the Merger, 8,128,096 options to purchase shares of Morphimmune capital stock pursuant to the Morphimmune 2020 Equity Incentive Plan, or Morphimmune Plan, were converted into 2,472,563 options to purchase shares of the Company’s common stock with a weighted average exercise price of $ 1.29 per share.

The Company assumed the Morphimmune Plan and all other terms and conditions associated with these options, including vesting and exercisability, are governed by the original terms and conditions of the Morphimmune’s Plan.

The Company accounted for the acquisition of Morphimmune as an asset acquisition as substantially all of the fair value of the gross assets acquired of Morphimmune was concentrated within two programs that are considered a group of similar assets.

These programs are deemed to be similar IPR&D assets being acquired based on the similarity of:

(i) their current preclinical stage of development, (ii) solid tumor therapeutic indications, (iii) risks for development, (iv) regulatory pathway, and (v) economics of commercialization.

The consideration paid for an acquisition of assets is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis.

The fair value of the consideration transferred for the acquisition of Morphimmune was calculated based on the closing stock price of Immunome’s common stock on October 2, 2023, which was $ 8.20 per share, and based upon the vested and unvested balances of Morphimmune share-based awards as of the same date.

Direct transaction costs for an asset acquisition are typically deferred and recognized as part of the consideration paid;

however, the Company expensed $ 2.7 million of transaction costs for the Merger as incurred because substantially all of the fair value acquired relates to Morphimmune IPR&D assets that have no alternative future use and were immediately expensed following the closing of the Merger.

Transaction costs capitalized as part of consideration paid were costs that were contingent on the closing of the Merger.

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

Common stock issued to Morphimmune shareholders

Share-based equity awards allocated to consideration paid

Transaction costs

Consideration paid

Assets acquired:

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment

In-process research and development

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Total liabilities assumed

Net assets acquired

Under the asset acquisition model, an entity that acquires IPR&D assets follows the guidance in ASC 730, Research and Development , which requires that both tangible and intangible identifiable research and development assets with no alternative future use be initially allocated a portion of the consideration transferred and then charged to expense at the acquisition date.

As the Morphimmune IPR&D assets acquired have no alternative future use to the Company, the Company charged $ 80.8 million to expense within its consolidated statement of operations and comprehensive loss for the year ended December 31, 2023.

Collaboration Agreement with AbbVie

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

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

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

AbbVie will also pay an option exercise fee in the low single digit millions for each of 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 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 Product, 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) the later of (i) the ten-year anniversary of the 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 and (b) the expiration of regulatory exclusivity for such Product in such country.

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 VTPs expire without AbbVie exercising any option, if AbbVie does not elect to make certain platform access payments at specified points during the research term, or upon the uncured material breach or any insolvency event of either party.

AbbVie may also terminate the Collaboration Agreement for convenience upon a specified period prior written notice, or upon the Company’s breach of representations and warranties with respect to debarment or compliance with anti-bribery and anti-corruption laws.

The Company assessed the Collaboration Agreement under ASC 808 and ASC 606 and concluded that it represents a contract with a customer.

The Company applied the relevant guidance of ASC 606 to evaluate the accounting under the Collaboration Agreement and identified one performance obligation under the arrangement:

a promise to provide research and development services to AbbVie, or R&D Services.

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

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

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

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

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

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

The Company recognized $ 14.0 million of collaboration revenue for the year ended December 31, 2023.

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

Year Ended December 31, 2023

Balance at the beginning of the period

Deferral of revenue

Recognition of unearned revenue

Balance at the end of the period

As of December 31, 2023, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated remaining research and development period of approximately 1.5 years.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:

(in thousands)

Prepaid subscriptions, prepaid service contracts and short-term deposits

CARES Act employee retention credit receivable

Short-term deposits

Prepaid subscriptions and prepaid service contracts

Tax credit receivable

Research and development advance payments

Prepaid insurance

Reimbursement receivable from the DoD

Unbilled reimbursement receivable from the DoD

Interest income receivable

Property and equipment, net

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Depreciation and amortization expense was $ 0.5 million and $ 0.4 million for the years ended December 31, 2023 and 2022, 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 the OTA Agreement with the DoD to fund the Company’s efforts in developing an antibody cocktail therapeutic to treat COVID-19.

In July 2020, the Company entered into the OTA Agreement with the U.S.

Department of Defense’s Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, or JPEO-CBRND, in collaboration with the Defense Health Agency, 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.

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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.

The Company’s obligations under the OTA agreement with the DoD were completed.

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.

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 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.

The Company received the maximum $ 17.6 million in expense reimbursement from the DoD under the OTA Agreement from inception through 2022.

The Company recorded contra-research and development expense of $ 0.6 million for the year ended December 31, 2022, in the consolidated statements of operations and comprehensive loss.

No contra-research and development expense related to the OTA Agreement was recorded during the year ended December 31, 2023.

Accrued expenses and other liabilities

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Compensation and related benefits

Severance accruals

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, 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 for the year ended December 31, 2021.

Short-term operating lease liability

Commitments and contingencies

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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 $ 0.2 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 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.

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 $ 0.2 million to the 401(k) Plan for the years ended December 31, 2023 and 2022, respectively.

Licensing arrangements

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.

License Agreement with Purdue Research Foundation

Upon closing of the merger with Morphimmune, the Company assumed certain license agreements that Morphimmune had entered into prior to the Merger.

In January 2022, Morphimmune entered into a Master License Agreement, or the Purdue License Agreement, with Purdue Research Foundation, or PRF.

Under the Purdue License Agreement, PRF granted Morphimmune a royalty-bearing, transferable, worldwide, exclusive license, sublicensable through multiple tiers, under certain intellectual property owned by PRF to research, develop, manufacture, and commercialize the licensed products in all fields of use with limited exceptions.

Under the Purdue License Agreement, Morphimmune paid PRF a one-time upfront payment of $ 0.2 million upon execution and $ 0.1 million on each of the first and second anniversary of the effective date of the Purdue License Agreement.

During the period commencing on the date of first commercial sale of a licensed product and ending upon the date of expiration of the last valid claim of the licensed patents covering such licensed product in a country, referred to as the royalty term, the Company will pay PRF an earned unit royalty of a low single-digit percentage on gross receipts from sale of the licensed product, and beginning with the first sale of a licensed product, a tiered minimum annual royalty from the low to mid six-digit figure range less the unit royalties due for the annual period.

Upon the achievement of specified development and commercialization milestones, Morphimmune will pay PRF the milestone payments as specified in the Purdue License Agreement, which may be up to $ 3.8 million in the aggregate.

The Company is also required to pay PRF an annual maintenance fee ranging from a low five-digit figure to a low six-digit figure prior to first sale of a licensed product and a low double-digit percentage of sublicense income received for sublicenses of licensed intellectual property, the percentage depending upon the timing of execution of the sublicense.

The Purdue License Agreement expires on a licensed product-by-licensed product and country-by-country basis, upon expiration of the royalty term for such licensed product for the applicable country.

The Company may terminate the Purdue License Agreement upon at least one month’s prior written notice to PRF.

PRF may terminate the Purdue License Agreement and the licenses granted thereunder if the Company fails to cure a payment default or other material breach of the Purdue License Agreement after written notice from PRF, or if Morphimmune becomes insolvent.

2023 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.

In June 2019, the Company entered into an exclusive license agreement, or the Arrayjet Agreement, with Arrayjet Limited, or Arrayjet, amended on July 10, 2020, December 30, 2022 and December 24, 2023.

Immunome and Arrayjet terminated the Arrayjet Agreement pursuant to the December 2023 amendment.

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.

In June 2021, the Company entered into an exclusive worldwide patent license agreement with several Philadelphia based universities and hospitals, or 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 $ 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.

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):

The Company recorded $ 0.1 million and $ 0.1 million in initiation and minimum annual payments related to this agreement for the years ended December 31, 2023 and 2022, respectively, in research and development expenses in the statement of operations and comprehensive loss.

Effective December 12, 2023, the Patent License Agreement was terminated, and the Company has no remaining obligations under this agreement.

Other License Agreements

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

As of December 31, 2023, the Company may need to pay developmental and regulatory milestone payments of up to approximately $ 2.9 million.

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 consolidated statements of operations and comprehensive loss.

There was no similar expense for the year ended December 31, 2023.

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), which has since expired.

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.

The Company currently leases approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania under a lease that expires on March 31, 2025.

The Company currently leases approximately 14,000 square feet of office and laboratory space in Bothell, Washington, under a lease that expires on October 31, 2028.

Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 are as follows (in thousands):

Year Ended December 31, 2023

Year Ended December 31, 2022

Operating leases:

Operating lease right-of-use assets

Operating lease liability

Operating lease liability, current portion

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

Operating lease cost (in thousands)

Year Ended December 31, 2023

Year Ended December 31, 2022

General and administrative

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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:

Short term lease expense recorded as research and development expense in the consolidated statements of operations and comprehensive loss was $ 0.2 million and $ 0.1 million for years ended December 31, 2023 and 2022, respectively.

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

Year Ended December 31, 2023

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):

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

Year Ended December 31, 2023

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):

As of December 31, 2023, minimum rental commitments under the operating leases were as follows (in thousands):

Years ending December 31,

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In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution.

In June 2023, in connection with the Merger Agreement, the Company entered into subscription agreements with certain investors pursuant to which the Company sold 21,690,871 shares of its common stock, immediately following the completion of the Merger, in exchange for gross proceeds of $ 125.0 million.

The Company also incurred $ 9.0 million of offering costs which were netted against the proceeds in the consolidated balance sheet.

On January 15, 2023, the Company issued 55,250 shares of common stock in the aggregate to certain non-employee board of directors pursuant to the 2020 Equity Incentive Plan in lieu of the non-employee director board and committee cash retainers owed for service on the board of directors in 2022.

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 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 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 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 three years from the date of issuance.

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

The fair value of the warrants was estimated using a Black-Scholes Option Pricing Model.

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.

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.

In January 2023, the Company sold 5,925 shares of common stock under the ATM Agreement resulting in net proceeds of approximately $ 34,000 .

In November 2023, the Company terminated the ATM Agreement.

Warrants to acquire shares of common stock

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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.

This deemed dividend is recorded in the Company's consolidated statement of operations and comprehensive loss 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 consolidated statements of changes in stockholders’ equity was zero because the warrants were equity classified before and after the modification.

At December 31, 2023 common stock warrants outstanding were as follows:

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April 28, 2024

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.

For the years ended December 31, 2023 and 2022, no warrants were exercised.

Share-based compensation

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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.

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

Through a board resolution related to the Merger, the number of shares available for future issuance under the 2020 Plan increased by 2,955,280 shares on September 29, 2023.

As of December 31, 2023, there were 3,320,601 shares available for future issuance under the 2020 Plan.

On January 1, 2024, the number of shares available for future issuance under the 2020 Plan increased by 1,730,071 .

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.

On January 1, 2023, the number of shares available for future issuance under the ESPP

increased by 121,288 shares.

As of December 31, 2023, there were 473,733 shares available under the ESPP.

No shares of common stock have been issued under the ESPP as of December 31, 2023.

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

On January 1, 2024, the number of shares available for future issuance under the ESPP increased by 432,518 .

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

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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):

On October 2, 2023, the Morphimmune Plan was assumed by the Company in conjunction with the Merger (Note 3).

There were 929,702 shares available for issuance under the Morphimmune Plan as of December 31, 2023.

Stock Options Granted for New Chief Executive Officer

On June 28, 2023 and contingent upon completion of the Merger, the Company entered into an employment agreement with Dr.

Clay Siegall, the President and CEO of Morphimmune whereby Dr.

Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock at an initial exercise price of $ 5.91 per share, or the inducement grant.

The options vest over time during Dr.

Siegall’s continued employment, which commenced on October 2, 2023 in connection with the closing of the Merger, to which 25 % of the options granted will vest after one year of employment with the Company and the remaining 75 % of the options granted will vest monthly over the remaining 36 months following the one year anniversary.

Siegall’s stock option is subject to acceleration if he resigns for “good reason” or the Company terminates his employment without “cause” within a “change of control period” (each as defined in Dr.

Siegall’s employment agreement).

The estimated grant date fair value of Dr.

Siegall’s award was $ 14.2 million or $ 6.65 per share.

The inducement grant, 2020 Morphimmune Plan, and the 2020 Plan are collectively known as the “Plans”.

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

Year Ended December 31,

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Fair value of common stock

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

A summary of option activity under the Plans during the year ended December 31, 2023 is as follows:

exercise price

Outstanding at January 1, 2023

Replacement options issued at asset acquisition

Outstanding at December 31, 2023

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The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2023 and 2022 was $ 6.09 and $ 2.65 , respectively.

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

The weighted-average grant date fair value per share of the replacement awards issued to Morphimmune stockholders on October 2, 2023 was $ 7.55 .

The aggregate intrinsic value for options exercised during the years ended December 31, 2023 and December 31, 2022 was $ 5.9 million and $ 0.2 million, respectively.

The aggregate intrinsic value for options exercisable at December 31, 2023 was $ 21.9 million.

The aggregate intrinsic value of stock options outstanding at December 31, 2023 was $ 45.4 million.

Restricted Stock Awards

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.

Accelerated Vesting Due to Termination

Effective October 2, 2023, in accordance with the Merger, the former CEO’s employment with the Company was terminated.

Based on the terms of his severance agreement, any options that were scheduled to vest through October 2, 2025 were accelerated to vest at termination with an exercise window of 3-months after termination.

The Company accounted for the change in vesting terms as an improbable-to-probable modification of his stock options and recognized $ 0.7 million of expense in relation to this modification.

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

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Permanent differences

Write-off of IPR&D

Change in valuation allowance

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Accrued bonus

Lease liability

Gross deferred tax assets

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Deferred tax liability

Right-of-use asset

Total deferred tax liabilities

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

Net deferred taxes

The Company had no income tax expense due to the operating losses utilization for the year ended December 31, 2023 and 2022.

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.

As a result, the Company has recorded a full valuation allowance at December 31, 2023 and 2022.

The valuation allowance increased by $ 7.4 million and $ 7.8 million in 2022 and 2021, respectively, due to the increase in deferred tax assets, primarily due to net operating loss carryforwards, and research and development tax credits, and deductible accrued expenses.

The valuation allowance increased by $ 9.2 million and $ 7.4 million in 2023 and 2022, respectively, due to the acquisition of Morphimmune, increase in net operating loss carryforwards and research and development tax credits, and deductible accrued expenses.

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

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Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future.

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, 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 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.

The Company has not yet conducted a study of its research and development credit carryforwards.

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 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.

As a result, there would be no impact to the Company’s financial statements.

These ownership

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

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

The evaluation has not been finalized as of the date of these consolidated financial statements.

As of December 31, 2023, the Company had $ 92.6 million of federal and $ 84.3 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 $ 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.

Included in the federal net operating loss carryforwards are $ 75.6 million of net operating losses generated from 2018 to 2023 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, 2022, the Company had cumulative federal R&D tax credits of $ 2.7 million.

As of December 31, 2023, the Company had cumulative $ 3.5 million of federal and $ 0.2 million of state R&D tax credits .

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

As of December 31, 2022 and 2021, the Company had no uncertain tax positions.

As of December 31, 2023 and 2022, the Company has $ 37,000 of uncertain tax positions on the research and development credits from Morphimmune.

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

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

Related party transactions

Broadband services agreement

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.

Under the Broadband MSA, the Company engages Broadband Capital as a consultant for advice in connection with senior management matters related to the Company’s business, administration and policies in exchange for a cash fee to Broadband Capital of $ 20,000 per month.

The Broadband MSA was amended and/or restated in July 2016, January 2017, June 2018, March 2020 and August 2020.

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.

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.

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.

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

Zentalis Pharmaceuticals, Inc.

License Agreement

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

Under the Zentalis License, the Company is required to use commercially reasonable efforts to develop an ADC targeting ROR1, two additional ADCs, and commercialize any product that has received regulatory approval.

Under the Zentalis Agreement, the Company paid to Zentalis upfront consideration totaling $ 15 million in cash and $ 20 million in shares of Company common stock, with the shares valued at the trailing 30-day volume-weighted average price.

The Company is obligated to pay Zentalis up to $ 150 million in development and regulatory milestones for the first product containing an ADC targeting ROR1, or a ROR1 ADC Product, to achieve such milestones and commercial milestones on ROR1 ADC Products.

The Company is also obligated to pay to Zentalis mid-to-high single digit royalties on ROR1 ADC Products.

In addition, the Company is obligated to pay Zentalis $ 25 million in development and regulatory milestones for the first product from each of the first five additional development programs using the licensed platform technology to generate products, and mid-single digit royalties on products from each such program.

The Company’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 latest of (a) the ten (10)-year anniversary of such first commercial sale for such product in such country, (b) the expiration of regulatory exclusivity for such product in such country, and (c) the expiration of the last-to-expire valid claim of a licensed patent covering such product in such country.

The Zentalis License will continue until the expiration of all royalty payment obligations.

The Zentalis License may be terminated early by (a) either party in its entirety upon (i) the other party’s uncured material breach, subject to a notice and cure period, (ii) any insolvency event of the other party or (iii) prolonged force majeure, (b) the Company, either in its entirety or in part, for convenience upon a specified period prior written notice, or (c) Zentalis (i) in its entirety if the Company challenges one of the licensed patents or (ii) fails to meet certain development activity benchmarks within specified time periods.

Asset Purchase Agreement

On February 5, 2024, the Company and Ayala Pharmaceuticals, Inc., or Ayala, entered into an Asset Purchase Agreement, or the Ayala Purchase Agreement, pursuant to which the Company will acquire Ayala’s AL101 and AL102 programs and assume certain of Ayala’s liabilities associated with the acquired assets, or the Ayala Asset Purchase.

On March 25, 2024, the Company consummated the Ayala Asset Purchase, or the Ayala Closing.

At the Ayala Closing, the Company (i) paid Ayala $ 20.0 million, less certain adjustments, (ii) issued Ayala 2,175,489 shares of Company common stock, or the Ayala Shares, with the shares valued at the trailing 30-day volume-weighted average price and (iii) assumed specified liabilities.

The Company is obligated to pay Ayala up to $ 37.5 million in development and commercial milestones.

Follow-On Public Offering

On February 16, 2024, the Company completed a public offering of 11,500,000 shares of the Company’s common stock at a price of $ 20.00 per share.

The gross proceeds to the Company from the offering were $ 230.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

On December 22, 2023, the Company announced that it had reached agreement with Atreca, Inc., or Atreca, on the terms of a cash acquisition pursuant to which the Company would acquire certain antibody-related assets and materials for an upfront payment of $ 5.5 million and up to $ 7.0 million in clinical development milestones.

The closing of the transaction is subject to customary conditions, including the approval of Atreca’s stockholders.

EXHIBIT INDEX

Agreement and Plan of Merger and Reorganization, by and among the registrant, Ibiza Merger Sub, Inc.

and Morphimmune Inc., dated as of June 29, 2023 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on June 29, 2023).

Asset Purchase Agreement, by and between the registrant and Ayala Pharmaceuticals, Inc., dated February 5, 2024 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 6, 2024).

Amended and Restated Certificate of Incorporation of Immunome, Inc.

(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 6, 2020).

Certificate of Amendment, dated October 2, 2023, to the Amended and Restated Certificate of Incorporation of Immunome, Inc.

to implement Officer Exculpation (Filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2023 and incorporated herein by reference).

Certificate of Amendment, dated October 2, 2023, to the Amended and Restated Certificate of Incorporation of Immunome, Inc.

to implement the Authorized Share Increase (Filed as Exhibit 3.4 to the registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2023 and incorporated herein by reference).

Amended and Restated Bylaws of Immunome, Inc.

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

Amended and Restated Investors’ Rights Agreement by and among the registrant and certain of its stockholders, dated as of June 2, 2020 (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 filed on September 9, 2020).

Form of 2020 Series A Preferred Stock Warrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-1 filed on September 9, 2020).

Form of Amendment to 2020 Series A Preferred Stock Warrants (incorporated by reference to Exhibit 4.4 to Amendment No.

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

Form of Series B Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on April 26, 2021).

Description of Securities .

Description of Securities (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 10-K filed on March 16, 2023).

Stock Issuance Agreement, dated January 5, 2024, by and between the Registrant and Zentalis Pharmaceuticals, Inc.

(Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on February 13, 2024 and incorporated herein by reference).

Form of Subscription Agreement, dated June 29, 2023 (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 29, 2023).

Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1 filed on September 9, 2020).

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

2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No.

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

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

Forms of Stock Option Grant Notice, Option Agreement, RSU Award Grant Notice and Notice of Exercise for the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No.

2 unchanged sentences

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

Morphimmune Inc.

2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.44 to the Registrant’s Registration Statement on Form S-4/A (File No.

333-273792) filed with the SEC on August 28, 2023).

Forms of Restricted Stock Purchase Agreement, Stock Option Agreement and Early Exercise Stock Purchase Agreement under the Morphimmune Inc.

2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.45 to the Registrant’s Registration Statement on Form S-4/A (File No.

333-273792) filed with the SEC on August 28, 2023).

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).

Second Amendment to License Agreement by and between the registrant and Thomas Jefferson University, dated July 28, 2020 (incorporated by reference to Exhibit 10.17 to our Form 10-Q for the quarterly period ended September 30, 2020 filed on November 16, 2020) .

Other Transaction Authority for Prototype Agreement by and between the registrant and the Department of Defense, United States of America, dated July 3, 2020 (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form S-1 filed on September 9, 2020).

Second Amended and Restated Management Services Agreement, by and among the registrant, BCM Advisory Partners LLC and Broadband Capital Partners LLC, dated as of January 17, 2017, as amended by the Amendment to Second Amended and Restated Management Services Agreement dated June 12, 2018, the Second Amendment to Second Amended and Restated Management Services Agreement dated March 3, 2020 and the Third Amendment to Second Amended and Restated Management Services Agreement dated August 4, 2020 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form S-1 filed on September 9, 2020).

Amended and Restated Employment Agreement by and between the registrant and Purnanand D.

Sarma, dated September 23, 2020 (incorporated by reference to Exhibit 10.23 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.

Stoneman effective October 19, 2020.

(incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed on March 16, 2023).

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).

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).

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).

Open Market Sale Agreement, dated October 1, 2021, by and between Immunome, Inc.

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

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

Siegall, Ph.D.

(Filed as Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed on February 2, 2024 and incorporated herein by reference).

Executive Employment Agreement dated June 28, 2023, by and between the Registrant and Clay B.

Siegall, Ph.D.

(Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on June 29, 2023 and incorporated herein by reference) .

Amendment No.

1 to Executive Employment Agreement dated December 1, 2023, by and between the Registrant and Clay B.

Siegall, Ph.D.

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Sandra G.

Amended and Restated Employment Offer Terms dated December 21, 2023, by and between the Registrant and Bruce Turner, M.D., Ph.D.

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Max Rosett.

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Jack Higgins, Ph.D.

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Robert Lechleider, M.D.

Employment Offer dated November 30, 2023, by and between the Registrant and Philip Roberts.

Employment Offer Letter dated February 7, 2024, by and between the Registrant and Kinney Horn.

Securities Purchase Agreement by and among the Registrant 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).

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

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 (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.

Collaboration and Option Agreement by and between the registrant and AbbVie Global Enterprises Ltd., dated January 4, 2023 (incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K filed on March 16, 2023).

License Agreement, by and between the registrant and Zentalis Pharmaceuticals, Inc., dated January 5, 2024.

Master License Agreement, by and between Morphimmune Inc.

and Purdue Research Foundation, dated as of January 19, 2021, as modified pursuant to that certain email by Max Rosett to representatives of Purdue University dated March 15, 2023 (incorporated by reference to Exhibit 10.43 to our Registration Statement on Form S-4 filed on August 8, 2023).

Separation Agreement effective October 2, 2023, by and between the Registrant and Dennis Giesing.

Consulting Agreement dated October 2, 2023, by and between the Registrant and Dennis Giesing.

Separation Agreement effective October 3, 2023, by and between the Registrant and Purnanand D.

Separation Agreement dated December 21, 2023, by and between the Registrant and Corleen Roche (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2023)

Consulting Agreement effective January 2, 2024, by and between the Registrant and Corleen Roche (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 29, 2023).

Asset Purchase Agreement dated December 22, 2023, by and between the Registrant and Atreca, Inc.

Employment Offer dated April 26, 2021, by and between the Registrant and Bob Lapetina.

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

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 26, 2024).

List of Subsidiaries.

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

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recoupment Policy .

The following financial information from the Annual Report on Form 10 K of IMMUNOME, INC.

1 unchanged sentence

(1) Balance Sheets as of December 31, 2023 and 2022;

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

(2) Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022;

(3) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022;

(4) Statements of Cash Flows for the years ended December 31, 2023 and 2022;

and (5) Notes to Financial Statements.

and (5) Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as Inline XBRL).

3 unchanged sentences

if publicly disclosed.

The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

1 unchanged sentence

IMMUNOME, INC.

/s/ Purnanand D.

Siegall Ph.D.

Siegall, Ph.D.

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Purnanand D.

and Corleen M.

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

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

Siegall, Ph.D.

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

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

/s/ Purnanand D.

Siegall Ph.D.

President, Chief Executive Officer and Director

March 28, 2024

Siegall Ph.D.

( Principal Executive Officer )

/s/ Corleen M.

Chief Financial Officer

/s/ Max Rosett

EVP, Operations and Interim Chief Financial Officer

March 28, 2024

( Principal Financial Officer )

/s/ Michael Rapp

/S/ Bob Lapetina

VP, Finance and Corporate Controller

( Principal Accounting Officer )

March 28, 2024

/s/ Richard Baron

/s/ Isaac Barchas, J.D

March 28, 2024

Richard Baron

/s/ John LaMattina

Isaac Barchas, J.D

/s/ Jean-Jacques Bienaime

March 28, 2024

John LaMattina, Ph.D.

/s/ Michael Lefenfeld

Jean-Jacques Bienaime

/s/ James Boylan

March 28, 2024

Michael Lefenfeld

James Boylan.

/s/ Carol Schafer

March 28, 2024

Carol Schafer

/s/ Philip Wagenheim

1 unchanged sentence

Philip Wagenheim

/s/ Frank Prendergast

March 16, 2023

Frank Prendergast

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