What changed in this filing

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Item 1. Financial Statements

2024-11-13 compared with 2024-08-12 · 89 added, 68 removed, 405 unchanged (28% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

June 30, 2024

September 30, 2024

December 31, 2023

20 unchanged sentences

10,000,000 shares authorized;

no shares issued or outstanding at June 30, 2024 and December 31, 2023

no shares issued or outstanding at September 30, 2024 and December 31, 2023

Common stock, $ 0.0001 par value;

300,000,000 shares authorized at June 30, 2024 and December 31, 2023;

60,013,655 and 43,251,778 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

300,000,000 shares authorized at September 30, 2024 and December 31, 2023;

60,422,062 and 43,251,778 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

7 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Collaboration revenue

9 unchanged sentences

Comprehensive loss:

Unrealized loss on marketable securities

Unrealized gain on marketable securities

Comprehensive loss

19 unchanged sentences

Balance at June 30, 2024

Share-based compensation expense

Issuance of common stock in connection with BMS License Agreement Amendment

Exercise of stock options

Unrealized gain on marketable securities

Balance at September 30, 2024

IMMUNOME, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

Stockholders'

1 unchanged sentence

Share-based compensation expense

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

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

Issuance of common stock

4 unchanged sentences

Balance at June 30, 2023

Share-based compensation expense

Vesting of restricted stock awards

Balance at September 30, 2023

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

21 unchanged sentences

Payment of offering costs

Prepayments from PIPE transaction recorded as deposit liability

Proceeds from exercise of stock options

Proceeds from exercise of common stock warrants

Proceeds from issuance of common stock under ATM, net

Proceeds from issuance of common stock under prior ATM, net

Net cash provided by financing activities

9 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosures of non-cash investing and financing activities:

3 unchanged sentences

Right-of-use assets obtained in exchange for operating lease liabilities

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

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

16 unchanged sentences

The Company has incurred significant operating losses since inception and expects to continue to incur losses from operations for the foreseeable future as it pursues development of its therapeutic candidates and other programs.

As of June 30, 2024, the Company had an accumulated deficit of $ 388.4 million, cash and cash equivalents of $ 165.3 million, and marketable securities of $ 113.0 million.

As of September 30, 2024, the Company had an accumulated deficit of $ 435.5 million, cash and cash equivalents of $ 155.6 million, and marketable securities of $ 84.6 million.

The Company has not generated any product revenue to date and does not expect to generate product revenue until it successfully completes development and obtains regulatory approval for at least one of its product candidates.

Through June 30, 2024, the Company has funded its operations primarily through sales of equity securities and strategic partnerships and transactions as well as expense reimbursement s from a government contract that ended in 2022 .

The Company expects that its existing cash, cash equivalents and marketable securities at June 30, 2024 are sufficient to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Quarterly Report on Form 10-Q.

Through September 30, 2024, the Company has funded its operations primarily through sales of equity securities and strategic partnerships and transactions as well as expense reimbursement s from a government contract that ended in 2022 .

The Company expects that its existing cash, cash equivalents and marketable securities at September 30, 2024 are sufficient to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Quarterly Report on Form 10-Q.

Beyond that date, the Company may need to raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements to achieve its longer-term business objectives.

3 unchanged sentences

Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Form 10-K filed with the SEC on March 28, 2024, which provide a more complete discussion of the Company’s accounting policies and certain other information.

Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024, which provide a more complete discussion of the Company’s accounting policies and certain other information.

The December 31, 2023 condensed consolidated balance sheet has been derived from the Company’s annual financial statements.

20 unchanged sentences

Cash will be released from restriction upon termination of the lease.

Restricted cash was $ 0.1 million at both June 30, 2024 and December 31, 2023.

Restricted cash was $ 0.1 million at both September 30, 2024 and December 31, 2023.

Asset acquisitions

9 unchanged sentences

Research and development expenses

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, and amounts incurred under license agreements, consulting agreements and other contracted services.

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, and preclinical and clinical development expenses, including process development, validation, and the manufacture of drug supplies, costs to conduct clinical trials, and amounts incurred under license agreements, consulting agreements and other contracted services.

Research and development costs are expensed as incurred.

12 unchanged sentences

Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, including the effect of dilutive securities.

As the Company was in a net loss position for the three and six months ended June 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive.

As the Company was in a net loss position for the three and nine months ended September 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive.

The following potentially dilutive securities have been excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive (on an as-converted basis):

September 30,

Stock options outstanding

Common stock warrants

Unvested restricted stock awards

Recent accounting standards not yet adopted

17 unchanged sentences

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

June 30, 2024

September 30, 2024

Amortized Cost

35 unchanged sentences

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 collaboration revenue of $ 2.4 million and $ 4.3 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3.4 million and $ 6.6 million for the six months ended June 30, 2024 and 2023, respectively.

The Company recognized collaboration revenue of $ 2.9 million and $ 3.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 6.3 million and $ 10.2 million for the nine months ended September 30, 2024 and 2023, respectively.

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Beginning balance

2 unchanged sentences

Balance at the end of the period

As of June 30, 2024, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated research and development period of approximately 1.0 year.

As of September 30, 2024, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated research and development period of approximately 0.75 years.

Balance sheet components

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following (in thousands):

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Professional services and consulting

Short-term operating lease liability

Operating lease liabilities, current portion

Total accrued expenses and other current liabilities

3 unchanged sentences

The Company assumes all administrative costs of the 401(k) Plan and makes matching contributions as defined in the 401(k) Plan document.

The Company made matching contributions to the 401(k) Plan of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and $ 0.1 million for both the three and six months ended June 30, 2023.

The Company made matching contributions to the 401(k) Plan of $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively.

Asset acquisitions

2 unchanged sentences

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable IPR&D assets.

The total cost of the acquisition of $ 5.7 million, which consisted of an upfront payment of $ 5.5 million and direct transaction costs of $ 0.2 million, was immediately expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 since the acquired IPR&D had no alternative future use.

The total cost of the acquisition of $ 5.7 million, which consisted of an upfront payment of $ 5.5 million and direct transaction costs of $ 0.2 million, was immediately expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024 since the acquired IPR&D had no alternative future use.

Under the Atreca Purchase Agreement, the Company will be required to pay Atreca up to $ 7.0 million in the aggregate upon the achievement of certain clinical development milestone events.

19 unchanged sentences

Net assets acquired

The cost attributable to the IPR&D was expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 since the acquired IPR&D had no alternative future use.

The cost attributable to the IPR&D was expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024 since the acquired IPR&D had no alternative future use.

Under the Ayala Purchase Agreement, the Company will be required to pay Ayala up to $ 37.5 million in the aggregate upon the achievement of certain development, regulatory and commercial milestone events.

21 unchanged sentences

In exchange for such license, BMS will be obligated to pay the Company a low single-digit percentage royalty on net sales of the BMS Licensed Compounds and/or BMS Licensed Products by it or its affiliates, licensees or sublicensees, provided that the termination occurred after a specified developmental milestone for such BMS Licensed Compounds and/or BMS Licensed Products.

Following the closing of the Ayala Purchase Agreement, on August 7, 2024, the Company and BMS entered into Amendment No.

2 to the BMS License Agreement, or the BMS License Agreement Amendment.

As consideration to BMS for entering into the BMS License Agreement Amendment, the Company issued BMS 230,415 unregistered shares of its common stock at an aggregate fair value of $ 2.7 million.

The fair value of the common stock issued to BMS was based on the closing stock price of the Company’s common stock on August 7, 2024 of $ 12.46 per share less a discount of 6.0 % related to unregistered share restrictions.

The consideration paid to BMS to amend the BMS License Agreement was immediately recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024.

The shares issued to BMS were subsequently registered for resale on a Form S-3 filed with the SEC in October 2024.

Zentalis Pharmaceuticals

On January 5, 2024, the Company entered into a license agreement with Zentalis Pharmaceuticals, Inc., or the Zentalis License Agreement, 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 Agreement, 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.

As upfront consideration for the license, the Company paid to Zentalis $ 15.0 million in cash and issued 2,298,586 unregistered shares of its common stock at an aggregate fair value of $ 23.4 million.

As upfront consideration for the license, the Company paid to Zentalis $ 15.0 million in cash and issued to Zentalis 2,298,586 unregistered shares of its common stock at an aggregate fair value of $ 23.4 million.

The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on January 5, 2024 of $ 11.12 per share less a discount of 8.5 % related to unregistered share restrictions.

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset.

The consideration paid to acquire the license and intellectual property rights, which included transaction costs of $ 0.2 million, was immediately recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2024 since the acquired IPR&D had no alternative future use.

Under the Zentalis License Agreement, the Company is obligated to pay Zentalis an aggregate of up to $ 150.0 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 Zentalis mid-to-high single digit royalties on ROR1 ADC Products.

In addition, the Company is obligated to pay Zentalis up to $ 25.0 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.

Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable.

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 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.

Royalty payments will be expensed in the period in which the underlying revenues are earned.

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

The Zentalis License Agreement 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.

The consideration paid to acquire the license and intellectual property rights, which included transaction costs of $ 0.2 million, was immediately recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024 since the acquired IPR&D had no alternative future use.

On October 25, 2024, in conjunction with the Company’s purchase of the Zentalis Licensed Assets, Immunome and Zentalis agreed to terminate the Zentalis License Agreement in its entirety, including the termination of all the Company’s contingent milestone and royalty payment obligations.

See Note 12, Subsequent Events , for more information.

Purdue Research Foundation

7 unchanged sentences

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.

Other License Agreements

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

During the three and nine months ended September 30, 2024, the Company incurred upfront fees of $ 4.0 million and $ 4.6 million, respectively, under these license agreements which were recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss since the acquired IPR&D had no alternative future use.

There was no IPR&D expense under these agreements for the three and nine months ended September 30, 2023.

Under the terms of these agreements, the Company may need to pay certain development, regulatory, and commercial milestones payments and royalties on product sales, if any.

5 unchanged sentences

Supplemental balance sheet information related to leases was as follows (in thousands):

June 30, 2024

September 30, 2024

December 31, 2023

5 unchanged sentences

Operating lease liabilities, current portion is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

The Company recorded operating lease expense of $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2024, respectively, and $ 0.1 million for both the three and six months ended June 30, 2023.

The Company recorded operating lease expense of $ 0.2 million and $ 0.5 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively.

Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability.

The Company did not incur significant variable lease costs for the three and six months ended June 30, 2024 and 2023.

The Company did not incur significant variable lease costs for the three and nine months ended September 30, 2024 and 2023.

Other information related to the Company’s operating leases was as follows:

June 30, 2024

September 30, 2024

December 31, 2023

2 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for operating lease liabilities

The Company’s future minimum lease payments were as follows as of June 30, 2024 (in thousands):

The Company’s future minimum lease payments were as follows as of September 30, 2024 (in thousands):

Years ending December 31,

2024 (represents remaining six months in 2024)

2024 (represents remaining three months in 2024)

2028 and thereafter

7 unchanged sentences

The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows:

June 30, 2024

September 30, 2024

December 31, 2023

9 unchanged sentences

The Company has agreed to pay TD Cowen a commission of up to 3.0 % of the aggregate gross proceeds from any ATM Shares sold through the 2024 ATM Agreement.

No shares of common stock have been sold under the 2024 ATM Agreement as of June 30, 2024.

No shares of common stock have been sold under the 2024 ATM Agreement as of September 30, 2024.

Warrants to acquire shares of common stock

The Company had 500,000 issued and outstanding common stock warrants as of December 31, 2023 with an exercise price of $ 10.00 per share and an expiration date of April 28, 2024.

During the three and six months ended June 30, 2024, warrants to purchase 30,371 and 373,057 shares of common stock were exercised for proceeds of $ 0.3 million and $ 3.7 million, respectively.

No warrants were exercised during the three and six months ended June 30, 2023.

On April 28, 2024, the remaining 126,943 common stock warrants expired and no warrants were issued and outstanding as of June 30, 2024.

During the nine months ended September 30, 2024, warrants to purchase 373,057 shares of common stock were exercised for proceeds of $ 3.7 million and the remaining 126,943 common stock warrants expired unexercised.

No warrants were exercised during the three months ended September 30, 2024 or the three and nine months ended September 30, 2023.

No warrants were issued and outstanding as of September 30, 2024.

Share-based compensation

4 unchanged sentences

On January 1, 2024, the shares of common stock authorized for issuance under the 2020 Plan increased by 1,730,071 shares.

As of June 30, 2024, there were 4,180,424 shares available for issuance under the 2020 Plan.

As of September 30, 2024, there were 1,077,406 shares available for issuance under the 2020 Plan.

On October 2, 2023, the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan, was assumed by the Company in conjunction with the Merger (Note 7).

There were 929,702 shares available for issuance under the Morphimmune Plan as of June 30, 2024.

There were 940,871 shares available for issuance under the Morphimmune Plan as of September 30, 2024.

Stock Options Granted for Chief Executive Officer

3 unchanged sentences

25 % of the options granted vest after one year of employment with the Company, and the remaining 75 % vest monthly over the 36 months immediately following the one-year anniversary.

The Inducement Grant, the Morphimmune Plan and the 2020 Plan are collectively refered to as the Plans.

The Inducement Grant, the Morphimmune Plan and the 2020 Plan are collectively referred to as the Plans.

2020 Employee Stock Purchase Plan

1 unchanged sentence

On January 1, 2024, the shares of common stock authorized for issuance under the ESPP increased by 432,518 shares.

As of June 30, 2024, there were 906,251 shares available for issuance under the ESPP.

No shares of common stock have been issued under the ESPP as of June 30, 2024.

As of September 30, 2024, there were 906,251 shares available for issuance under the ESPP.

No shares of common stock have been issued under the ESPP as of September 30, 2024.

Stock options

A summary of option activity under the Plans during the six months ended June 30, 2024 is as follows:

A summary of option activity under the Plans during the nine months ended September 30, 2024 is as follows:

exercise price

1 unchanged sentence

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Exercisable at June 30, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s fair value of its common stock as of period end.

The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2024 and 2023 was $ 13.49 and $ 3.67 per share, respectively.

The aggregate intrinsic value of options exercised during the six months ended June 30, 2024 was $ 5.9 million.

No options were exercised during the six months ended June 30, 2023.

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 was $ 11.47 and $ 3.67 per share, respectively.

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023 was $ 8.1 million and $ 0.1 million, respectively.

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were:

Six Months Ended June 30,

Nine Months Ended September 30,

Expected volatility

3 unchanged sentences

Share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

1 unchanged sentence

Total share-based compensation expense

Unrecognized share-based compensation related to stock options was $ 43.7 million as of June 30, 2024 and is expected to be recognized over a weighted average period of 1.8 years.

Unrecognized share-based compensation related to stock options was $ 72.2 million as of September 30, 2024 and is expected to be recognized over a weighted average period of 3.5 years.

Subsequent Events

Zentalis Purchase Agreement

On October 25, 2024, the Company and Zentalis entered into an asset purchase agreement, or the Zentalis Purchase Agreement, pursuant to which the Company purchased the Zentalis Licensed Assets that were licensed to the Company under the then-existing Zentalis License Agreement dated January 5, 2024, together with all the customary rights and obligations of a sole owner, or the Zentalis Asset Purchase.

Upon the closing of the Zentalis Asset Purchase, the Zentalis License Agreement was terminated in its entirety, including the termination of all of the Company’s contingent milestone and royalty payment obligations.

Certain accrued rights and obligations of the parties survive the closing of the Zentalis Asset Purchase.

As consideration for the Zentalis Asset Purchase, the Company issued to Zentalis 1,805,502 unregistered shares of its common stock.

The Company is also obligated to pay Zentalis a one-time payment of $ 5.0 million in cash upon the achievement of a developmental milestone that was previously a milestone under the Zentalis License Agreement.

The Company has agreed to use commercially reasonable efforts to achieve the developmental milestone.

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 1. Financial Statements