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Item 5. Other Information

2024-05-14 compared with 2023-11-09 · 38 added, 24 removed, 24 unchanged (72% of the section changed)

Other Information

On November 8, 2023, we delivered written notice to Jefferies LLC that we were terminating the prospectus supplement, dated October 1, 2021, related to our common stock, $0.0001 par value per share, issuable pursuant to the terms of the Open Market Sale Agreement SM , dated October 1, 2021, between us and Jefferies LLC, or the ATM Agreement, and terminating the ATM Agreement.

Pursuant to the terms of the ATM Agreement, the ATM Agreement will terminate on November 22, 2023 (10 trading days from the delivery of our notice of termination), or the Termination Date.

The ATM Agreement provided for the offer and sale of shares of our common stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $75.0 million through which Jefferies LLC would act as sales agent.

All of the continuing obligations under the ATM Agreement will terminate as of the Termination Date, other than those provisions which expressly survive termination as provided in the ATM Agreement.

We are not subject to any termination penalties related to the termination of the ATM Agreement.

Prior to termination, we sold 5,925 shares of common stock under the ATM Agreement resulting in net proceeds of approximately $34,000.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No.

333-259966) filed with the SEC on October 1, 2021.

On May 9 , 2 0 2 4 , the Company’s board of directors appointed Max Rosett as Chief Financial Officer (“CFO”) of the Company.

Rosett, age 34, has served as the Company’s Interim Chief Financial Officer, EVP, Operations since December 2023 and Senior Vice President, Operations since October 2023.

Before joining the Company, Mr.

Rosett held positions of increasing responsibility with Morphimmune from January 2022 until October 2023, last serving as Morphimmune Acting Chief Operating Officer from March 2022 until October 2023.

Rosett also served as Principal at Research Bridge Partners, a life science investment firm, from March 2021 until October 2023.

He was previously Director of Data Science at Research Bridge Partners from February 2018 to February 2021.

He has also worked as an engineer at Google, and he started his career at the Boston Consulting Group, where he served clients in the pharmaceutical industry.

Rosett earned a M.S.

in Computer Science from Georgia Institute of Technology and a B.A.

in Mathematics from Yale University.

Rosett has not entered into any material plan, contract or arrangement with the Company in connection with his appointment as the Company’s CFO.

There are no family relationships between Mr.

Rosett and any of the Company’s current or former directors or executive officers.

Rosett is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

EXHIBIT INDEX

Description of Exhibit

Agreement and Plan of Merger and Reorganization, dated July 29, 2023, by and among Immunome, Inc., Ibiza Merger Sub, Inc.

and Morphimmune, Inc.

(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed June 29, 2023).

Sales Agreement, by and between Immunome, Inc.

and TD Securities (USA) LLC, dated May 14, 2024.

Asset Purchase Agreement, by and between Immunome, Inc.

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

Amended and Restated Certificate of Incorporation of Immunome, Inc.

5 unchanged sentences

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed September 24, 2020).

Amended and Restated Investors’ Rights Agreement by and among Immunome, Inc.

and certain of its stockholders, dated June 2, 2020 (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 filed September 9, 2020).

202 0 Immunome, Inc.

Equity Incentive Plan, as amended.

Third Amended and Restated Non-Employee Director Compensation Policy, effective October 27, 2023.

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).

Stock Issuance Agreement, dated January 5, 2024, by and between Immunome, Inc.

and Zentalis Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 4.3 to out Registration Statement on Form S-3 filed with the SEC on February 13, 2024).

Opinion of Cooley LLP (with respect to the ATM Shares).

License Agreement, dated January 5, 2024, by and between Immunome, Inc.

and Zentalis Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K filed March 28, 2024) .

License Agreement, dated November 29, 2017, by and between Immunome, Inc.

(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).

Employment Offer Letter dated February 7, 2024, by and between Immunome, Inc.

and Kinney Horn (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K filed March 28, 2024).

Consent of Cooley LLP (included in Exhibit 5.1)

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

2 unchanged sentences

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

Description of Exhibit

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.

Interactive Data File (Form 10-Q for the Quarterly Period ended September 30, 2023 filed in XBRL).

The financial information contained in the XBRL-related documents is "unaudited"

and "unreviewed."

The instance document does not appear in the interactive file because its XBRL tags are embedded within the Inline XBRL document.

Interactive Data File (Form 10-Q for the Quarterly Period ended March 31, 2024 filed in XBRL).

The financial information contained in the XBRL-related documents is "unaudited" and "unreviewed." The instance document does not appear in the interactive file because its XBRL tags are embedded within the Inline XBRL document.

Cover Page Interactive File (embedded within the Inline XBRL document).

1 unchanged sentence

# 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IMMUNOME, INC.

November 9, 2023

President and Chief Executive Officer

(Principal Executive Officer)

November 9, 2023

/s/ Corleen M.

/s/ Max Rosett

Chief Financial Officer

(Principal Financial Officer)

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information