Immunome Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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 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 Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company’s internal control over financial reporting is a process designed, as defined in Rule 13a-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is supported by written policies and procedures that: 1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; 2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and 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 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. Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. 115 Table of Contents Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in 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. Item 9B. Other Information N o n e . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III 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. Item 10. Directors, Executive Officers, and Corporate Governance 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. 116 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. 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. Part IV Item 15. Exhibits and Financial Statement Schedules 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 None. (3) Exhibits 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. ​ ​ ​ 117 Table of Contents Immunome, Inc. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Page ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42 ) 119 Consolidated Balance Sheets as of December 31, 2023 and 2022 120 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 121 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022 122 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 123 Notes to the Consolidated Financial Statements 124 4 ​ ​ 118 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Shareholders and the Board of Directors of Immunome, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying 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. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 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 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 audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ Ernst & Young LLP ​ We have served as the Company’s auditor since 2022. ​ Philadelphia, Pennsylvania ​ March 28, 2024 ​ ​ ​ ​ 119 Table of Contents Immunome, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 98,679 ​ $ 20,323 Marketable securities ​ ​ 39,463 ​ ​ - Prepaid expenses and other current assets ​ 6,561 ​ 2,326 Total current assets ​ 144,703 ​ 22,649 Property and equipment, net ​ 2,073 ​ 681 Operating right-of-use asset, net ​ ​ 1,564 ​ ​ 284 Restricted cash ​ 100 ​ 100 Deferred offering costs ​ - ​ 332 Other long-term assets ​ ​ 100 ​ ​ - Total assets ​ $ 148,540 ​ $ 24,046 Liabilities and stockholders’ equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 3,311 ​ $ 2,400 Accrued expenses and other current liabilities ​ 8,025 ​ 4,931 Deferred revenue, current ​ ​ 10,493 ​ ​ - Total current liabilities ​ ​ 21,829 ​ ​ 7,331 Deferred revenue, non-current ​ ​ 5,489 ​ ​ - Other long-term liabilities ​ 1,340 ​ 62 Total liabilities ​ 28,658 ​ 7,393 Commitments and contingencies (Note 8) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding at December 31, 2023 and 2022 ​ ​ — ​ ​ — Common stock, $ 0.0001 par value; 200,000,000 shares authorized; 43,251,778 shares issued and outstanding at December 31, 2023 and 12,128,843 shares issued and outstanding at December 31, 2022 ​ ​ 4 ​ ​ 1 Additional paid-in capital ​ 342,663 ​ 132,653 Accumulated other comprehensive income ​ ​ 22 ​ ​ - Accumulated deficit ​ ( 222,807 ) ​ ( 116,001 ) Total stockholders’ equity ​ 119,882 ​ 16,653 Total liabilities and stockholders’ equity ​ $ 148,540 ​ $ 24,046 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 120 Table of Contents Immunome, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Collaboration revenue ​ $ 14,018 ​ $ — Operating expenses: ​ ​ In-process research and development ​ ​ 80,802 ​ ​ — Research and development ​ ​ 23,089 ​ ​ 23,272 General and administrative ​ 19,657 ​ 13,629 Total operating expenses ​ 123,548 ​ 36,901 Loss from operations ​ ( 109,530 ) ​ ( 36,901 ) Interest income ​ 2,724 ​ 5 Net loss ​ $ ( 106,806 ) ​ $ ( 36,896 ) Deemed dividend arising from warrant modification ​ ​ — ​ ​ ( 622 ) Net loss attributable to common stockholders ​ $ ( 106,806 ) ​ $ ( 37,518 ) Per share information: ​ ​ ​ ​ Net loss per common share, basic and diluted ​ $ ( 5.38 ) ​ $ ( 3.09 ) Weighted-average common shares outstanding, basic and diluted ​ 19,843,651 ​ 12,126,573 Comprehensive loss ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 106,806 ) ​ $ ( 37,518 ) Unrealized gain on marketable securities ​ ​ 22 ​ ​ — Comprehensive loss ​ $ ( 106,784 ) ​ $ ( 37,518 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 121 Table of Contents Immunome Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ Common stock ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ paid-in ​ comprehensive ​ Accumulated ​ ​ ​ Shares Amount capital income ​ deficit Total Balance at January 1, 2022 12,110,373 ​ $ 1 ​ $ 127,289 ​ $ — ​ $ ( 79,105 ) ​ $ 48,185 Share-based compensation expense — ​ ​ — ​ ​ 5,332 ​ ​ — ​ ​ — ​ ​ 5,332 Exercise of stock options ​ 18,470 ​ ​ — ​ ​ 32 ​ ​ — ​ ​ — ​ ​ 32 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 36,896 ) ​ ​ ( 36,896 ) Balance at December 31, 2022 12,128,843 ​ ​ 1 ​ ​ 132,653 ​ ​ — ​ ​ ( 116,001 ) ​ ​ 16,653 Unrealized gain on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ 22 ​ ​ — ​ ​ 22 Share-based compensation expense — ​ ​ — ​ ​ 6,153 ​ ​ — ​ ​ — ​ ​ 6,153 Issuance of common stock under ATM, net of $ 1 of issuance costs ​ 5,925 ​ ​ — ​ ​ 34 ​ ​ — ​ ​ — ​ ​ 34 Issuance of common stock ​ 55,250 ​ ​ — ​ ​ 221 ​ ​ — ​ ​ — ​ ​ 221 Vesting of restricted stock awards ​ 12,498 ​ ​ — ​ ​ 70 ​ ​ — ​ ​ — ​ ​ 70 Exercise of stock options 522,681 ​ ​ — ​ ​ 371 ​ ​ — ​ ​ — ​ ​ 371 Issuance of common stock for PIPE funding, net of $ 9.0 million of issuance costs ​ 21,690,871 ​ ​ 2 ​ ​ 116,001 ​ ​ — ​ ​ — ​ ​ 116,003 Issuance of common stock and stock-based equity awards for Morphimmune merger ​ 8,835,710 ​ ​ 1 ​ ​ 87,160 ​ ​ — ​ ​ — ​ ​ 87,161 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 106,806 ) ​ ​ ( 106,806 ) Balance at December 31, 2023 43,251,778 ​ $ 4 ​ $ 342,663 ​ $ 22 ​ $ ( 222,807 ) ​ $ 119,882 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 122 Table of Contents Immunome Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Cash flows from operating activities: ​ ​ ​ Net loss ​ $ ( 106,806 ) ​ $ ( 36,896 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 457 ​ 422 Amortization of right-of-use asset ​ ​ 271 ​ ​ 209 Accretion of discount related to marketable securities ​ ​ ( 512 ) ​ ​ — Share-based compensation ​ 6,223 ​ 5,332 Charge for purchase of in-process research and development assets ​ ​ 80,802 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other assets ​ ( 4,144 ) ​ 5,071 Accounts payable ​ ( 608 ) ​ ( 677 ) Accrued expenses and other current liabilities ​ 614 ​ ( 1,922 ) Deferred revenue ​ ​ 15,982 ​ ​ — Other long-term liabilities ​ ​ 153 ​ ​ ( 229 ) Net cash used in operating activities ​ ( 7,568 ) ​ ( 28,690 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of marketable securities ​ ​ ( 38,929 ) ​ ​ — Cash acquired in connection with Morphimmune merger, net of transaction costs ​ ​ 9,276 ​ ​ — Purchases of property and equipment ​ ( 831 ) ​ ( 248 ) Net cash used in investing activities ​ ( 30,484 ) ​ ( 248 ) Cash flows from financing activities: ​ ​ ​ ​ Payment of offering costs ​ ​ ( 8,997 ) ​ ​ — Proceeds from PIPE transaction ​ 125,000 ​ — Proceeds from exercise of stock options ​ 371 ​ 32 Proceeds from issuance of common stock under ATM, net ​ ​ 34 ​ ​ — Net cash provided by financing activities ​ 116,408 ​ 32 Net increase (decrease) in cash and cash equivalents and restricted cash ​ 78,356 ​ ( 28,906 ) Cash and cash equivalents and restricted cash at beginning of year ​ 20,423 ​ 49,329 Cash and cash equivalents and restricted cash at end of year ​ $ 98,779 ​ $ 20,423 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of non-cash investing and financing activities: ​ ​ ​ ​ Operating lease right-of-use asset and lease liability recorded upon adoption of ASC 842 ​ $ — ​ $ 492 Issuance of common stock and stock-based equity awards for the Morphimmune merger ​ ​ 87,161 ​ ​ — Remeasurement of operating right-of-use asset and lease liability due to lease extension ​ ​ 226 ​ ​ — Right-of-use asset and lease liability recognized for new operating lease liabilities ​ ​ 1,325 ​ ​ — Issuance of common stock to certain board of directors in lieu of accrued compensation ​ ​ 221 ​ ​ — Property and equipment included in accounts payable ​ ​ 372 ​ ​ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 123 Table of Contents Immunome, Inc. Notes to the consolidated financial statements 1. Nature of the business Organization 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. 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. ​ Liquidity 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. As of December 31, 2023, the Company had an accumulated deficit of $ 222.8 million. The Company expects to generate operating losses for the foreseeable future. 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. 124 Table of Contents 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 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. ​ Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company’s programs and development candidates become approved drugs and how significant their market share will be, many of which are outside of the Company’s control. The length of time and cost of developing and commercializing these programs and development candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. ​ 2. Summary of significant accounting policies Basis of presentation 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 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 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. Changes in estimates are recorded in the period in which they become known. Actual results could differ from these estimates. 125 Table of Contents Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. Cash and cash equivalents 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. Restricted cash Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facilities. Cash will be released from restriction upon termination of the lease. 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 consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ December 31, 2023 ​ December 31, 2022 Cash and cash equivalents ​ $ 98,679 ​ $ 20,323 Restricted cash ​ ​ 100 ​ ​ 100 ​ ​ $ 98,779 ​ $ 20,423 ​ 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 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. 126 Table of Contents Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: ​ ​ ​ ​ Asset category Estimates useful life Lab equipment ​ 5 years Leasehold improvements ​ Lesser of lease term or 5 years Computer equipment ​ 3 years Office equipment ​ 5 years Furniture and fixtures ​ 5 years ​ 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 consolidated statements of operations and comprehensive loss. 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 The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2023 and 2022. Equity issuance costs 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. 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 its DoD expense reimbursement contract as contra-research and development expenses in the consolidated statements of operations and comprehensive loss. 127 Table of Contents 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. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, share-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, preclinical and clinical development expenses, including manufacture and testing of clinical supplies, consulting and other contracted services. Additionally, under the terms of the license agreements described in Note 10, the Company is obligated to make future payments should certain development, regulatory, and sales milestones be achieved. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the timing of receipt of invoices and payment of invoices and are reflected in the financial statements as a prepaid or accrued expense. Share-based compensation The Company’s share-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors. The Company accounts for its share-based compensation awards granted to employees and non-employees based on the estimated fair value on the date of grant and recognized compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognized compensation expense on a 128 Table of Contents 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. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of Company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and biopharmaceutical industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and non-employees whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The exercise price is the fair value of the common stock as of the measurement date. Patent costs 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 consolidated statements of operations and comprehensive loss. Leases 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 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. The Company has elected the practical expedient to not recognize leases with a term of 12 months or less. The Company does not have any financing leases as of December 31, 2023. 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. 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. Income taxes 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. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that 129 Table of Contents 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. Fair value of financial instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. ● Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Fair Value December 31, 2023 ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 73,988 ​ $ — ​ $ — ​ $ 73,988 Cash equivalents – short-term U.S. Treasury securities ​ ​ — ​ ​ 22,993 ​ ​ — ​ ​ 22,993 Marketable securities – U.S. Treasury securities ​ ​ — ​ ​ 39,463 ​ ​ — ​ ​ 39,463 Total ​ $ 73,988 ​ $ 62,456 ​ $ — ​ $ 136,444 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents – money market funds ​ $ 20,013 ​ $ — ​ $ — ​ $ 20,013 ​ 130 Table of Contents 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 ​ ​ Fair Value December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 39,441 ​ $ 22 ​ $ — ​ $ 39,463 ​ Net loss per share Basic net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share of common stock is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following potentially dilutive securities outstanding as of December 31, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Stock options (1) ​ 7,978,291 ​ 2,519,405 Common stock warrants (1) ​ 500,000 ​ 1,303,112 ​ ​ 8,478,291 ​ 3,822,517 (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 ​ 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. 131 Table of Contents 3. Merger 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 ​ $ 72,453 Share-based equity awards allocated to consideration paid ​ ​ 14,708 Transaction costs ​ ​ 792 Consideration paid ​ $ 87,953 ​ ​ ​ ​ Assets acquired: ​ ​ ​ Cash and cash equivalents ​ $ 10,068 Prepaid expenses and other current assets ​ ​ 191 Property and equipment ​ ​ 646 In-process research and development ​ ​ 80,802 Total assets acquired ​ $ 91,707 ​ ​ ​ ​ Liabilities assumed: ​ ​ ​ Accounts payable ​ $ 1,147 Accrued expenses ​ ​ 2,607 Total liabilities assumed ​ $ 3,754 ​ ​ ​ ​ Net assets acquired ​ $ 87,953 ​ ​ 132 Table of Contents 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. ​ 4. 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. 133 Table of Contents 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 ​ ​ 30,000 Recognition of unearned revenue ​ ( 14,018 ) Balance at the end of the period ​ $ 15,982 ​ 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. ​ 5. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2023 2022 Short-term deposits ​ $ 4,009 ​ $ — Prepaid subscriptions and prepaid service contracts ​ ​ 718 ​ ​ 876 Tax credit receivable ​ ​ — ​ ​ 847 Research and development advance payments ​ ​ 336 ​ ​ 445 Prepaid insurance ​ 950 ​ ​ 158 Interest income receivable ​ ​ 289 ​ ​ — Other ​ ​ 259 ​ ​ — ​ ​ $ 6,561 ​ $ 2,326 ​ ​ 6. Property and equipment, net Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2023 2022 Lab equipment ​ $ 5,386 ​ $ 3,681 Leasehold improvements ​ 233 ​ 194 Computer equipment ​ 326 ​ 235 Office equipment and furniture and fixtures ​ 36 ​ 22 ​ ​ 5,981 ​ 4,132 Less accumulated depreciation and amortization ​ ( 3,908 ) ​ ( 3,451 ) Property and equipment, net ​ $ 2,073 ​ $ 681 ​ Depreciation and amortization expense was $ 0.5 million and $ 0.4 million for the years ended December 31, 2023 and 2022, respectively. 134 Table of Contents 7. Government assistance programs ​ DoD expense reimbursement contract ​ 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. In May 2021, the Company and the DoD amended the OTA Agreement, pursuant to which the DoD award was increased from $ 13.3 million to $ 17.6 million. 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. 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. 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. 8. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2023 2022 Research and development ​ $ 1,680 ​ $ 2,261 Compensation and related benefits ​ ​ 2,734 ​ ​ 1,874 Severance accruals ​ ​ 1,436 ​ ​ — Professional fees ​ ​ 1,670 ​ ​ 481 Short-term operating lease liability ​ ​ 310 ​ ​ 229 Other ​ 195 ​ ​ 86 ​ ​ $ 8,025 ​ $ 4,931 ​ ​ ​ 9. Commitments and contingencies Employment agreements The Company entered into employment agreements, or the Employment Agreements, with certain key personnel providing for compensation and severance in certain circumstances, as defined in the respective Employment Agreements. The Employment Agreements may be terminated by either the Company or the employees in accordance with the respective Employment Agreements (subject to the payment of severance upon certain terminations) and provide for annual pay adjustments and bonuses at the discretion of the Board of Directors. Employee benefit plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code, or the 401(k) Plan. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company assumes all administrative 135 Table of Contents 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. 10. Licensing arrangements 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 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, 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 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. 136 Table of Contents 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. 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 $ 2.8 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 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. . 11. Leases 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 $ 1,564 ​ $ 284 ​ ​ ​ ​ ​ ​ Operating lease liability, current portion $ 310 ​ $ 229 Operating lease liability, net of current portion ​ 1,340 ​ ​ 62 Total operating lease liability $ 1,650 ​ $ 291 ​ 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 consolidated balance sheets. 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): 137 Table of Contents ​ ​ ​ ​ ​ ​ ​ Operating lease cost (in thousands) ​ ​ Year Ended December 31, 2023 ​ ​ Year Ended December 31, 2022 General and administrative ​ $ 161 ​ $ 78 Research and development ​ ​ 164 ​ ​ 163 Total lease expense ​ $ 325 ​ $ 241 ​ 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) ​ 4.81 ​ ​ 1.25 Weighted-average discount rate ​ 8.3 % ​ ​ 9.0 % ​ 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 $ 246 ​ $ 234 ​ As of December 31, 2023, minimum rental commitments under the operating leases were as follows (in thousands): ​ ​ ​ ​ Years ending December 31, Amount 2024 ​ $ 451 2025 ​ 464 2026 ​ ​ 412 2027 ​ ​ 422 2028 ​ ​ 433 Total lease payments ​ ​ 2,182 Less imputed interest ​ ​ ( 532 ) Present value of lease liability ​ $ 1,650 ​ ​ 12. Common stock Common stock The holders of common stock are entitled to one vote for each share of common stock. Subject to the approval of the majority of shareholders, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. In 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. 138 Table of Contents 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. 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 On September 2, 2022, the Company notified holders of the Company’s Series B Warrants, or the Holders, of the Company’s agreement to permit Holders to exercise the Series B Warrants at an exercise price of $ 10.00 per share (reduced from the previous exercise price of $ 45.00 per share) at any time prior to the expiration date of the Series B Warrants. The Company recognized a deemed dividend of $ 0.6 million, which represents the incremental fair value of the outstanding warrants as a result of the modification. This deemed dividend is recorded in the Company's 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: ​ ​ ​ ​ ​ ​ ​ ​ Warrants Warrants Outstanding ​ Exercise Price per Share ​ Expiration Date Series B ​ 500,000 ​ $ 10.00 ​ April 28, 2024 ​ For the years ended December 31, 2023 and 2022, no warrants were exercised. 13. Share-based compensation On September 18, 2020, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans. Under the 2020 Plan, the number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors. 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 139 Table of Contents 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, 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. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors. Stock options awarded under the 2020 Plan generally expire 10 years after the grant date unless the Board of Directors sets a shorter term. Vesting periods for awards under the 2020 Plan are determined at the discretion of the Board of Directors. Stock options granted to employees, officers, members of the Board of Directors and consultants of the Company typically vest over one to four years . Certain options provide for accelerated vesting if there is a change in control, as defined in the 2020 Plan. 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. Dr. 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, In thousands) 2023 2022 General and administrative ​ $ 4,242 ​ $ 3,471 Research and development ​ 1,981 ​ 1,861 ​ ​ $ 6,223 ​ $ 5,332 ​ Unrecognized compensation cost related to unvested options was $ 22.8 million as of December 31, 2023 and will be recognized over an estimated weighted average period of 1.9 years. ​ 140 Table of Contents Stock options The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 Expected volatility ​ 92.1 % ​ 85.6 % Risk-free interest rate ​ 4.6 % ​ 2.7 % Expected term (in years) ​ 5.6 ​ 6.0 ​ Expected dividend yield ​ — ​ — ​ Fair value of common stock ​ $ 7.92 ​ $ 3.63 ​ ​ A summary of option activity under the Plans during the year ended December 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ average ​ ​ ​ ​ average ​ remaining ​ ​ Number of ​ exercise price ​ contractual ​ shares per share term (years) Outstanding at January 1, 2023 2,519,405 ​ ​ 9.60 ​ ​ Replacement options issued at asset acquisition 2,472,563 ​ ​ 1.29 ​ ​ Granted ​ 4,007,552 ​ ​ 6.42 ​ ​ Forfeited ( 314,319 ) ​ ​ 6.67 ​ ​ Expired ​ ( 55,670 ) ​ ​ 16.59 ​ ​ Exercised ( 651,240 ) ​ ​ 1.57 ​ ​ Outstanding at December 31, 2023 7,978,291 ​ ​ 6.15 ​ 8.62 Exercisable at December 31, 2023 3,151,799 ​ ​ 5.86 ​ 7.54 ​ 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 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. 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. ​ 141 Table of Contents 14. Income taxes A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2023 2022 Federal tax benefit at statutory rate ​ 21.0 % 21.0 % State tax, net of federal benefit ​ ( 1.3 ) ​ 4.3 ​ Effects of state tax legislation, net of federal benefit ​ — ​ ( 7.1 ) ​ Research and development credits ​ 0.7 1.9 ​ Permanent differences ​ ( 0.9 ) ( 0.2 ) ​ Write-off of IPR&D ​ ( 15.9 ) ​ — ​ Change in valuation allowance ​ ( 3.6 ) ( 19.9 ) ​ ​ ​ — % — % ​ The components of the Company’s deferred taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) 2023 2022 Deferred tax assets: ​ ​ ​ Net operating loss carryforwards ​ $ 22,784 $ 20,523 Research and development intangibles ​ ​ 10,135 ​ ​ 4,839 Research and development credits ​ ​ 3,782 ​ 2,878 Share-based compensation ​ ​ 2,533 ​ 2,016 Accrued bonus ​ ​ 546 ​ 383 Lease liability ​ ​ 350 ​ ​ — Other ​ ​ 75 ​ 1 Gross deferred tax assets ​ ​ 40,205 ​ 30,640 Less: valuation allowance ​ ​ ( 39,827 ) ​ ( 30,609 ) Net deferred tax asset ​ ​ 378 ​ 31 Deferred tax liability ​ ​ ​ ​ ​ Depreciation ​ ​ ( 46 ) ​ ​ ( 31 ) Right-of-use asset ​ ​ ( 332 ) ​ — Total deferred tax liabilities ​ ​ ( 378 ) ​ ( 31 ) 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 $ 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. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership, including a sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss and other attributes including research and development credit carry forwards which could be used annually to offset future taxable income. 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 142 Table of Contents 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 $ 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, 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, 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. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. The Company filed income tax returns in the United States and Pennsylvania in all tax years since inception. The tax years 2006 and beyond remain open to examination by these jurisdictions. Carryforward attributes generated in all years since inception remain subject to adjustment. The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction for these years. ​ 15. Subsequent events 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. 143 Table of Contents 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. Atreca 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. ​ ​ 144 Table of Contents EXHIBIT INDEX ​ Exhibit Number Description 2.1 ​ 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). ​ ​ ​ 2.2 ​ 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). ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation of Immunome, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 6, 2020). ​ ​ ​ 3.2 ​ Certificate of Amendment, 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). ​ ​ ​ 3.3 ​ 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). ​ ​ ​ 3.4 ​ Amended and Restated Bylaws of Immunome, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed October 6, 2020). ​ ​ ​ 4.1 ​ Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to our Registration Statement on Form S-1/A filed on September 24, 2020). ​ ​ ​ 4.2 ​ 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). ​ ​ ​ 4.3 ​ Description of Securities (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 10-K filed on March 16, 2023). ​ ​ ​ 4.4 ​ 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). ​ ​ ​ ​ 4.5 ​ 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). ​ ​ ​ 10.1 ​ 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). ​ ​ ​ 10.2# ​ Amended and Restated 2008 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on September 9, 2020). ​ ​ ​ 10.3# ​ Form of Incentive Stock Option and Option Agreement for the Amended and Restated 2008 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 filed on September 9, 2020). 145 Table of Contents ​ ​ ​ 10.4# ​ Amended and Restated 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed on September 9, 2020). ​ ​ ​ 10.5# ​ 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). ​ ​ ​ 10.6# ​ 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) ​ ​ ​ 10.7# ​ 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. 1 to our Registration Statement on Form S-1/A filed on September 24, 2020). ​ ​ 10.8# ​ 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to our Registration Statement on Form S-1/A filed on September 24, 2020). ​ 10.9# ​ 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). ​ 10.10# ​ 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). ​ ​ ​ 10.11† ​ 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). ​ ​ ​ 10.12† ​ Letter Agreement by and between the registrant and the Whitehead Institute for Biomedical Research, dated November 17, 2022. (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed on March 16, 2023). ​ ​ ​ 10.13# ​ 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). ​ ​ ​ ​ ​ ​ 10.15# ​ 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) . ​ ​ ​ 10.16#* ​ Amendment No. 1 to Executive Employment Agreement dated December 1, 2023, by and between the Registrant and Clay B. Siegall, Ph.D. ​ ​ ​ 10.17#* ​ Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Sandra G. Stoneman. ​ ​ ​ 146 Table of Contents 10.18#* ​ Amended and Restated Employment Offer Terms dated December 21, 2023, by and between the Registrant and Bruce Turner, M.D., Ph.D. ​ ​ ​ 10.19#* ​ Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Max Rosett. ​ ​ ​ 10.20#* ​ Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Jack Higgins, Ph.D. ​ ​ ​ 10.21#* ​ Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Registrant and Robert Lechleider, M.D. ​ ​ ​ 10.22#* ​ Employment Offer dated November 30, 2023, by and between the Registrant and Philip Roberts. ​ ​ ​ 10.23#* ​ Employment Offer Letter dated February 7, 2024, by and between the Registrant and Kinney Horn. ​ ​ ​ 10.24 ​ 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). ​ ​ ​ 10.26# ​ 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) . ​ ​ ​ 10.27 ​ 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). ​ ​ ​ 10.28† ​ 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). ​ ​ ​ 10.30*† ​ License Agreement, by and between the registrant and Zentalis Pharmaceuticals, Inc., dated January 5, 2024. ​ ​ ​ 10.31† ​ 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). ​ ​ ​ 10.32* ​ Separation Agreement effective October 2, 2023, by and between the Registrant and Dennis Giesing. ​ ​ ​ 10.33* ​ Consulting Agreement dated October 2, 2023, by and between the Registrant and Dennis Giesing. ​ ​ ​ 10.34* ​ Separation Agreement effective October 3, 2023, by and between the Registrant and Purnanand D. Sarma, Ph.D. ​ ​ ​ 10.35 ​ 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) ​ ​ ​ 10.36 ​ 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). ​ ​ ​ 10.37* ​ Asset Purchase Agreement dated December 22, 2023, by and between the Registrant and Atreca, Inc. ​ ​ ​ 10.38#* ​ Employment Offer dated April 26, 2021, by and between the Registrant and Bob Lapetina. 147 Table of Contents ​ ​ ​ 10.39* † ​ 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). ​ ​ ​ 21.1* ​ List of Subsidiaries. ​ ​ ​ 23.1* ​ Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. ​ ​ ​ 31.1* ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 31.2* ​ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32.1*+ ​ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32.2*+ ​ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 97 ​ Incentive Compensation Recoupment Policy . ​ ​ ​ 101* ​ The following financial information from the Annual Report on Form 10 K of IMMUNOME, INC. for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Balance Sheets as of December 31, 2023 and 2022; (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 Consolidated Financial Statements. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL). * Filed or furnished herewith. # Management contracts or compensatory plans or arrangements † Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm to Immunome, Inc. 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. ​ Item 16. Form 10-K Summary None. ​ 148 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 28, 2024. ​ ​ ​ ​ IMMUNOME, INC. ​ ​ ​ By: /s/ Clay B. Siegall Ph.D. ​ ​ Name: Clay B. Siegall, Ph.D. ​ ​ Title: President and Chief Executive Officer POWER OF ATTORNEY 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. ​ ​ ​ ​ ​ Signature Title Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Clay B. Siegall Ph.D. ​ President, Chief Executive Officer and Director ​ March 28, 2024 Clay B. Siegall Ph.D. ​ ( Principal Executive Officer ) ​ ​ ​ ​ ​ ​ ​ /s/ Max Rosett ​ EVP, Operations and Interim Chief Financial Officer ​ March 28, 2024 Max Rosett ​ ( Principal Financial Officer ) ​ ​ ​ ​ ​ ​ ​ /S/ Bob Lapetina ​ VP, Finance and Corporate Controller ( Principal Accounting Officer ) ​ March 28, 2024 Bob Lapetina ​ ​ ​ ​ ​ /s/ Isaac Barchas, J.D ​ Director ​ March 28, 2024 Isaac Barchas, J.D ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jean-Jacques Bienaime ​ Director ​ March 28, 2024 Jean-Jacques Bienaime ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ James Boylan ​ Director ​ March 28, 2024 James Boylan. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Carol Schafer ​ Director ​ March 28, 2024 Carol Schafer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Philip Wagenheim ​ Director ​ March 28, 2024 Philip Wagenheim ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 149