Item 5. Other Information
Item 5. Other Information
On May 9 , 2 0 2 4 , the Company’s board of directors appointed Max Rosett as Chief Financial Officer (“CFO”) of the Company.
Mr. 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. Mr. 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. Mr. Rosett earned a M.S. in Computer Science from Georgia Institute of Technology and a B.A. in Mathematics from Yale University.
Mr. 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. Mr. 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.
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Item 6. Exhibits
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
1.1*
Sales Agreement, by and between Immunome, Inc. and TD Securities (USA) LLC, dated May 14, 2024.
2.1
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).
3.1
Amended and Restated Certificate of Incorporation of Immunome, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8K filed October 6, 2020).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Officer Exculpation (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed October 4, 2023).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunome, Inc., dated October 2, 2023, to implement Authorized Share Increase (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed October 4, 2023).
3.4
Amended and Restated Bylaws of Immunome, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8K filed October 6, 2020) .
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed September 24, 2020).
4.2
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).
4.3
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).
5.1*
Opinion of Cooley LLP (with respect to the ATM Shares).
10.1†
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) .
10.2†
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).
10.3#
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).
23.1*
Consent of Cooley LLP (included in Exhibit 5.1)
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.
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Exhibit No.
Description of Exhibit
32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive Data File (Form 10-Q for the Quarterly Period ended 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.
104
Cover Page Interactive File (embedded within the Inline XBRL document).
*
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IMMUNOME, INC.
(Registrant)
Date: May 14, 2024
By:
/s/ Clay B. Siegall, Ph. D.
Name:
Clay B. Siegall, Ph. D.
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 2024
By:
/s/ Max Rosett
Name:
Max Rosett
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.