What changed in this filing

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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-28 · 555 added, 552 removed, 320 unchanged (78% of the section changed)

1 unchanged sentence

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.

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

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.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024 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;

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.

Our 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.

Our 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 our 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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our 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 our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

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.

4 unchanged sentences

Other Information

During the quarter ended June 30, 2024, entities in which one of our directors has an indirect pecuniary interest that is reportable under Section 16 of the Exchange Act, adopted a Rule 10b5-1 trading plan, which is set forth in the table below.

Name and Position

Adoption/Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares of Common Stock to be Sold

Expiration Date

Isaac Barchas ,

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3) The Rule 10b5-1 trading plan was adopted by Arsenal Bridge Venture II, LLC, or ABV II, and Arsenal Bridge Venture II-B LLC, or ABV II-B.

Barchas is a co-founder and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABV II and ABV II-B.

Barchas disclaims beneficial ownership of the shares covered by the Rule 10b5-1 trading plan, except to the extent of his pecuniary interest, if any.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

12 unchanged sentences

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.

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

Principal Accountant Fees and Services

3 unchanged sentences

(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.

The financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to the Consolidated Financial Statements” found on page 126.

(2) Financial Statement Schedules

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

All schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

The following 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.

EXHIBIT INDEX

Sales Agreement, by and between the Company and TD Securities (USA) LLC, dated May 14, 2024 (incorporated by reference to Exhibit 1.1 to our Quarterly Report on Form 10-Q filed on May 14, 2024).

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

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

Asset Purchase Agreement, by and between 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).

Asset Purchase Agreement, by and among Immunome, Inc., Zentalis Pharmaceuticals, Inc.

and Zeno Management, Inc., dated October 25, 2024 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed October 29, 2024).

Amended and Restated Certificate of Incorporation of Immunome, Inc.

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

Certificate of Amendment 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) .

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).

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).

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).

Description of Securities (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 10-K filed on March 16, 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 our Registration Statement on Form S-3 filed with the SEC on February 13, 2024).

Stock Issuance Agreement, dated August 7, 2024, by and between Immunome, Inc.

and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-3 filed with the SEC on October 8, 2024).

Stock Issuance Agreement, by and between the Company and Zentalis Pharmaceuticals, Inc., dated October 25, 2024 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 29, 2024).

Form of Indemnification Agreement between the Company 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).

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).

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).

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).

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

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

Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise for the 2020 Equity Incentive Plan.

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).

Morphimmune Inc.

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

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

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

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

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

Immunome, Inc.

2024 Inducement Plan and Forms of Executive and Non-Executive Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder.

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

Siegall, Ph.D.

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

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

Siegall, Ph.D.

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

Amendment No.

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

Siegall, Ph.D (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on March 28, 2024).

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

Stoneman (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K filed on March 28, 2024).

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Company and Max Rosett (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed on March 28, 2024).

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Company and Jack Higgins, Ph.D (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K filed on March 28, 2024).

Amended and Restated Employment Offer Terms dated November 30, 2023, by and between the Company and Robert Lechleider, M.D (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed on March 28, 2024).

Employment Offer Letter dated February 7, 2024, by and between the Company and Kinney Horn (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K filed on March 28, 2024).

Employment Offer Letter dated June 17, 2024, by and between Immunome, Inc.

and Phil Tsai (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 12, 2024).

Relocation Offer Letter dated January 20, 2025, by and between the Company and Max Rosett (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025).

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).

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).

Amendment #1 to Master License Agreement, by and between Morphimmune, Inc.

and Purdue Research Foundation, dated October 16, 2024.

License Agreement dated November 29, 2017, by and between the Company (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).

Amendment No.

2 to License Agreement, dated August 7, 2024, by and between the Company and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 13, 2024).

Lease dated October 5, 2023, by and between the Company and Nitrogen Propco 2020, L.P., as amended by the First Amendment to Lease dated May 13, 2024, and as amended by the Second Amendment to Lease dated December 16, 2024.

Lease dated December 16, 2024, by and between the Company and Nitrogen Propco 2020, L.P.

Amended and Restated Insider Trading Policy

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K filed March 28, 2024).

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

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

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.

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.

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 of our Annual Report on Form 10-K filed March 28, 2024).

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

for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(1) Balance Sheets as of December 31, 2024 and 2023;

(2) Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023;

(3) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023;

(4) Statements of Cash Flows for the years ended December 31, 2024 and 2023;

and (5) Notes to Consolidated Financial Statements.

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 is the type of information the Company treats as private or confidential.

Schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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 Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

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.

IMMUNOME, INC.

March 19, 2025

Siegall Ph.D.

Siegall, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS 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 or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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.

President, Chief Executive Officer and Director

March 19, 2025

Siegall Ph.D.

( Principal Executive Officer )

/s/ Max Rosett

Chief Financial Officer

March 19, 2025

( Principal Financial and Accounting Officer )

/s/ Isaac Barchas

March 19, 2025

Isaac Barchas, J.D

/s/ Jean-Jacques Bienaime

March 19, 2025

Jean-Jacques Bienaime

/s/ James Boylan

March 19, 2025

/s/ Carol Schafer

March 19, 2025

Carol Schafer

/s/ Sandra Swain

March 19, 2025

Sandra Swain, M.D.

/s/ Philip Wagenheim

March 19, 2025

Philip Wagenheim

IMMUNOME, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

39 unchanged sentences

Property and equipment, net

Operating right-of-use asset, net

Operating right-of-use assets

Restricted cash

Deferred offering costs

Other long-term assets

6 unchanged sentences

Deferred revenue, non-current

Other long-term liabilities

Operating lease liabilities, net of current portion

Total liabilities

5 unchanged sentences

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

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

64,460,829 and 43,251,778 shares issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in capital

16 unchanged sentences

Interest income

Deemed dividend arising from warrant modification

Net loss attributable to common stockholders

Per share information:

Net loss per common share, basic and diluted

Weighted-average common shares outstanding, basic and diluted

Net loss per share, basic and diluted

Weighted-average shares outstanding, basic and diluted

Comprehensive loss:

5 unchanged sentences

(in thousands, except share amounts)

Stockholders’ equity

Comprehensive

Balance at January 1, 2022

Share-based compensation expense

Exercise of stock options

Stockholders'

Balance at December 31, 2022

Unrealized gain on marketable securities

Share-based compensation expense

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

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

Issuance of common stock

Issuance of common stock for PIPE transaction, net of $ 9,000 of issuance costs

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

Vesting of restricted stock awards

Exercise of stock options

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

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

Unrealized gain on marketable securities

Balance at December 31, 2023

Share-based compensation expense

Issuance of common stock under Zentalis License Agreement

Issuance of common stock under the Ayala Asset Purchase Agreement

Issuance of common stock in connection with BMS License Agreement Amendment

Issuance of common stock under Zentalis Purchase Agreement

Issuance of common stock for public offering, net of commissions and offering costs of $ 14,592

Issuance of common stock under ATM, net of $ 424 issuance costs

Exercise of stock options

Exercise of common stock warrants

Unrealized gain on marketable securities

Balance at December 31, 2024

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

7 unchanged sentences

Amortization of right-of-use asset

Accretion of discount related to marketable securities

Share-based compensation

Accretion of discounts on marketable securities

Share-based compensation expense

Charge for purchase of in-process research and development assets

4 unchanged sentences

Deferred revenue

Other long-term liabilities

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchases of in-process research and development assets

Purchases of marketable securities

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

Maturities of marketable securities

Purchases of property and equipment

1 unchanged sentence

Cash flows from financing activities:

Proceeds from public offering

Payment of offering costs

1 unchanged sentence

Proceeds from exercise of stock options

Proceeds from issuance of common stock under ATM, net

Proceeds from exercise of common stock warrants

Proceeds from issuance of common stock under ATM

Net cash provided by financing activities

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

Cash and cash equivalents and restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of year

Net increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

Reconciliation of cash and cash equivalents and restricted cash:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

IMMUNOME, INC.

Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31,

Supplemental disclosures of non-cash investing and financing activities:

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

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

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

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

Issuance of common stock in exchange for in-process research and development assets

Net liabilities assumed from purchases of in-process research and development assets

Purchase of in-process research and development assets in accounts payable and accrued expenses

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

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

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

Property and equipment included in accounts payable

Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities

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

IMMUNOME, INC.

Notes to the consolidated financial statements

Notes to Consolidated Fi nancial Statements

Nature of the business

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.

Immunome, Inc., or the Company or Immunome, a clinical-stage targeted oncology company committed to developing targeted therapies designed to improve outcomes for cancer patients.

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

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

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

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

The Company has incurred net losses since inception, including net losses of $ 106.8 million and $ 36.9 million for the years ended December 31, 2023 and 2022, respectively, and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its programs and development candidates.

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.

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.

On October 2, 2023, the Company completed its merger with Morphimmune Inc., or Morphimmune, a preclinical biotechnology company focused on developing targeted oncology therapies, and Morphimmune became a wholly owned subsidiary of Immunome.

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 December 31, 2024, the Company had an accumulated deficit of $ 515.8 million, cash and cash equivalents of $ 143.4 million and marketable securities of $ 74.0 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 December 31, 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 December 31, 2024, together with the proceeds received from the 2025 Financing (see Note 13), will be sufficient 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, 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.

Summary of significant accounting policies

3 unchanged sentences

Principles of consolidation

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

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

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.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the audited consolidated financial statements and the accompanying notes.

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate.

Actual results could materially differ from those estimates.

The Company’s significant accounting estimates include, but are not necessarily limited to, revenue recognition, the estimated fair value of share-based awards, accrued research and development expenses and the fair value of acquired in-process research and development assets.

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.

Operating segments are defined as components of an entity about which separate discrete information is available and regularly reviewed by the chief operating decision maker, or CODM, in deciding how to allocate resources and in assessing performance.

The Company’s CODM is its Chief Executive Officer.

The CODM views the Company’s operations and manages its business as one operating and reporting segment, which is the business of development of targeted oncology therapies 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.

Cash and cash equivalents consist of cash held in banks, money market funds and U.S.

treasury securities.

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.

Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with one of the Company’s leased 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

Restricted cash

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

Marketable securities

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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.

The Company periodically reviews its marketable securities for declines in fair value below the amortized cost basis to determine whether the impairment, if any, is due to credit-related or other factors.

This review includes the credit worthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not the Company will be required to sell the securities before the recovery of the amortized cost basis.

Unrealized gains and losses on available-for-sale securities are reported in other comprehensive loss, and as a component of stockholders' equity until their disposition, with the exception of unrealized losses believed to be related to credit losses which are recognized as an allowance for credit losses on the consolidated balance sheet with the corresponding charge in other income in the period the impairment occurs.

Impairment assessments are made at the individual security level each reporting period.

The Company elected to exclude accrued interest receivable from the amortized cost basis of its available-for-sale debt securities and to not measure an allowance for credit losses for accrued interest receivable.

To date, there have been no credit-related declines in value or other impairments of the Company’s investments in marketable securities.

Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method.

Concentration of credit risk

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Asset category

Estimates useful life

Estimated useful life

Lab equipment

Leasehold improvements

Lesser of lease term or 5 years

Shorter of useful life or remaining lease term

Computer equipment

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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.

Acquired IPR&D that has no alternative future use is expensed immediately as a component of in-process research and development expense in the consolidated statements of operations and comprehensive loss.

In addition to upfront consideration, acquisitions of assets may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products.

The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative.

Contingent consideration payments in an acquisition of assets not required to be accounted for as a liability at fair value are recognized when the contingency is resolved and the consideration is paid or becomes payable.

Contingent consideration payments made prior to regulatory approval are expensed as incurred.

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.

The Company evaluates its long-lived assets, which consist primarily of property and equipment and operating right-of-use assets, 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.

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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.

These costs remain capitalized until such financings are consummated, at which time such costs are recorded on a pro rata basis 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.

Collaboration revenue

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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.

The amount of variable consideration is constrained until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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:

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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.

Deferred revenue expected to be recognized as revenue within the 12 months following the balance sheet date is classified as a current liability.

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.

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.

Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed.

Such payments are evaluated for current or long-term classification based on when such services are expected to be received.

The Company estimates preclinical, clinical trial, and other research and development expenses based on the services performed pursuant to contracts with research institutions, contract manufacturing organizations, and third-party service providers that conduct and manage preclinical studies and clinical trials and perform research services on its behalf.

The Company records these costs of research and development activities based on the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the consolidated balance sheets and in research and development expense in the consolidated statements of operations.

The Company accrues these costs based on factors such as estimates of the work completed in accordance with agreements established with its third-party service providers, actual levels of patient enrollment and reported activities at clinical trial sites.

The Company makes judgments and estimates in determining the accrued expenses balance.

As actual costs become known, the Company adjusts its accrued expenses.

The Company has not experienced any material differences between accrued costs and actual costs incurred.

However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expenses in future periods.

Changes in these estimates that result in material changes to the Company’s accrued expenses could materially affect the Company’s results of operations.

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’s share-based compensation program allows for grants of stock options and restricted stock awards 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 recognizes 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

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.

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

The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model.

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.

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The exercise price is the fair value of the common stock as of the measurement date.

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.

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.

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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.

The Company has elected the practical expedient to not recognize right-of-use assets for leases with a term of 12 months or less.

The Company does not have any finance leases as of December 31, 2024 or 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.

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

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:

Quoted market prices in active markets for identical assets or liabilities.

Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

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:

Total Fair Value

December 31, 2023

Cash equivalents – money market funds

Cash equivalents – short-term U.S.

Treasury securities

Marketable securities – U.S.

Treasury securities

December 31, 2022

Cash equivalents – money market funds

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

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

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

Amortized Cost

Unrealized Gain

Unrealized Loss

December 31, 2023

Treasury securities

Options to extend the lease term are included in the Company’s assessment of the lease term only if there is reasonable assurance that the Company will renew.

As the rate implicit on the Company’s leases is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of lease payments.

The incremental borrowing rate is the rate of interest that 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.

In addition, the Company’s leases may require payment of additional costs, such as utilities, maintenance, and other operating costs, which are generally referred to as non-lease components and vary based on future outcomes.

The Company has elected not to separate lease and non-lease components.

Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of an operating right-of-use asset and lease liability.

Any variable expenses are recognized in operating expenses as incurred.

Rent expense for an operating lease liability is recognized on a straight-line basis over the lease term and is included in operating expenses in the consolidated statements of operations and comprehensive loss.

The Company accounts for income taxes using the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets may not be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations, primarily over the most recent three-year period.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an audit.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized.

Change in recognition or measurement are reflected in the period in which the change in judgement occurs.

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,

Stock options (1)

Basic 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, without consideration for potentially dilutive securities.

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 years ended December 31, 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):

Stock options outstanding

Common stock warrants

(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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment.

ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 and adopted interim requirements under ASU 2023-07 on January 1, 2025.

There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 11.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common stock issued to Morphimmune shareholders

Share-based equity awards allocated to consideration paid

Transaction costs

Consideration paid

Assets acquired:

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment

In-process research and development

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Total liabilities assumed

Net assets acquired

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

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

The Company believes that the adoption of this ASU will not have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

ASU 2024-03 requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

This guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Fair value measurement

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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):

December 31, 2024

Amortized Cost

Unrealized Gain

Unrealized Loss

Cash equivalents:

Money market funds

treasury securities

Marketable securities:

treasury securities

Total financial assets

December 31, 2023

Amortized Cost

Unrealized Gain

Unrealized Loss

Cash equivalents:

Money market funds

treasury securities

Marketable securities:

treasury securities

Total financial assets

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

treasury debt securities with a contractual maturity date of up to 6 months .

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.

In January 2023 , the Company entered into a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, pursuant to which the Company is using 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 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 be required to pay certain additional platform access payments of up to $ 70.0 million in aggregate 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.

If AbbVie exercises its option to purchase a VTP, then AbbVie will be required to pay an option exercise fee in the low single-digit millions for each of up to 10 VTPs for which it exercises an option.

For each Product, the Company is eligible to receive development and commercial based milestones of up to $ 120.0 million in the aggregate and sales milestones of up to $ 150.0 million in the aggregate for the achievement of specified levels of annual net sales.

The Company is also eligible to receive tiered royalties at percentage rates in the low single digits on annual net sales of any Products that are commercialized by AbbVie.

AbbVie’s obligation to pay royalties will terminate, on a Product-by-Product and country-by-country basis, upon the earlier of (a) the later of (i) 10 years following the first commercial sale for such Product in such country, or (ii) expiration of all valid claims of patent rights covering the Product in such country, and (b) the expiration of all applicable regulatory exclusivities for such Product in such country.

AbbVie may terminate the Collaboration Agreement at any time for convenience upon a specified period of prior written notice.

The Company determined that the Collaboration Agreement represents a contract with a customer and consists of one performance obligation to provide research and development services, or R&D services, to AbbVie.

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.

2 unchanged sentences

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

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

Revenue from the Collaboration Agreement 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 Company recognized collaboration revenue of $ 9.0 million and $ 14.0 million for the years ended December 31, 2024 and 2023, respectively.

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

Year Ended December 31,

Balance at the beginning of the period

Beginning balance

Deferral of revenue

Recognition of unearned revenue

Recognition of revenue

Balance at the end of the period

As of December 31, 2024, 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 0.5 years.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:

(in thousands)

Short-term deposits

Prepaid subscriptions and prepaid service contracts

Tax credit receivable

Research and development advance payments

Prepaid insurance

Interest income receivable

Property and equipment, net

Property and equipment consisted of the following:

(in thousands)

Balance sheet components

Property and equipment

Property and equipment consisted of the following (in thousands):

Lab equipment

Construction in progress

Leasehold improvements

1 unchanged sentence

Office equipment and furniture and fixtures

Property and equipment at cost

Less accumulated depreciation and amortization

1 unchanged sentence

Depreciation and amortization expense was $ 1.6 million and $ 0.5 million for the years ended December 31, 2024 and 2023, respectively.

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.

Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

(in thousands)

Accrued expenses and other current liabilities

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

Research and development

1 unchanged sentence

Severance accruals

Professional fees

Short-term operating lease liability

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.

Professional services and consulting

Operating lease liabilities, current portion

Total accrued expenses and other current liabilities

Employee benefit plan

1 unchanged sentence

The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

The Company assumes all administrative

costs of the 401(k) Plan and makes matching contributions as defined in the 401(k) Plan document.

The Company made matching contributions of $ 0.2 million to the 401(k) Plan for the years ended December 31, 2023 and 2022, respectively.

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.

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.

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

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

The Company made matching contributions of $ 0.6 million and $ 0.2 million to the 401(k) Plan for the years ended December 31, 2024 and 2023, respectively.

Strategic transactions and agreements

Ayala Pharmaceuticals

On March 25, 2024, the Company and Ayala Pharmaceuticals, Inc., or Ayala, completed an Asset Purchase Agreement, or the Ayala Purchase Agreement, that was entered into in February 2024, pursuant to which the Company acquired Ayala’s AL101 and varegacestat (then known as AL102) programs and assumed certain liabilities associated with the acquired assets.

The upfront consideration included (i) payment of approximately $ 20.0 million in cash, and (ii) the issuance of 2,175,489 unregistered shares of the Company’s common stock at an aggregate fair value of $ 50.6 million on the acquisition date.

The fair value of the shares issued to Ayala was based on the closing stock price of the Company’s common stock on March 25, 2024 of $ 24.00 per share less a discount of 3.0 % 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 two programs that were grouped as a single identifiable IPR&D asset.

The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $ 71.3 million, which included direct transaction costs of $ 0.7 million.

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

Common stock issued to Ayala

Upfront consideration paid to Ayala

Transaction costs

Consideration paid

Assets acquired:

In-process research and development

Other long-term assets

Total assets acquired

Liabilities assumed:

Accrued expenses

Total liabilities assumed

Net assets acquired

The cost attributable to the IPR&D was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 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.

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

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 ADC platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights, or, collectively, the Zentalis Licensed Assets.

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 consolidated statement of operations and comprehensive loss for the year ended December 31, 2024 since the acquired IPR&D had no alternative future use.

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 at an aggregate fair value of $ 21.0 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 October 25, 2024 of $ 12.11 per share less a discount of 4.0 % related to unregistered share restrictions.

The consideration paid to Zentalis for the Zentalis Asset Purchase was immediately recognized as IPR&D expense in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

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.

As of December 31, 2024, the Company has achieved the developmental milestone and has accrued $ 5.0 million within accrued expenses and other current liabilities on the consolidated balance sheet since the related contingency is resolved and the milestone consideration is payable.

On October 2, 2023, the Company completed its merger with Morphimmune, or the Merger, and acquired all of the outstanding equity interests of Morphimmune in exchange for 8,835,710 shares of the Company's common stock, based upon an exchange ratio of 0.3042 shares of the Company’s common stock for each outstanding share of Morphimmune capital stock.

Under the terms of the Agreement and Plan of Merger and Reorganization dated as of June 28, 2023, the Company assumed Morphimmune’s 2020 Equity Incentive Plan and all outstanding options to purchase shares of Morphimmune capital stock 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.

All other terms and conditions associated with these options, including vesting and exercisability, are governed by the original terms and conditions of the Morphimmune 2020 Equity Incentive 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 was concentrated in two programs that were grouped as a single identifiable IPR&D asset.

The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $ 88.0 million, which included direct transaction costs of $ 0.8 million.

The consideration paid consisted of $ 72.5 million of the Company’s common stock based on the closing stock price on October 2, 2023 of $ 8.20 per share and $ 14.7 million related to the value of Morphimmune’s share-based awards assumed by Immunome as of the same date.

The cost of the acquisition allocated to the acquired IPR&D of $ 80.8 million was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 since the acquired IPR&D had no alternative future use.

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

Common stock issued to Morphimmune shareholders

Share-based equity awards allocated to consideration paid

Transaction costs

Consideration paid

Assets acquired:

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment

In-process research and development

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Total liabilities assumed

Net assets acquired

Bristol-Myers Squibb

In connection with the closing of the Ayala Purchase Agreement in March 2024, the Company assumed a license agreement, the BMS License Agreement, with Bristol-Myers Squibb Company, or BMS, pursuant to which the Company obtained a worldwide, non-transferable, royalty-bearing, exclusive, sublicensable, license under certain patent rights and know-how of BMS to research, discover, develop, make, have made, use, sell, offer to sell, export, import and commercialize AL101 and varegacestat, or the BMS Licensed Compounds, and products containing AL101 or varegacestat, or the BMS Licensed Products, for all uses including the prevention, treatment or control of any human or animal disease, disorder or condition.

Under the BMS License Agreement, the Company is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product.

The Company is also required to use commercially reasonable efforts to obtain regulatory approvals in certain major market countries for at least one BMS Licensed Product, as well as to affect the first commercial sale of and commercialize each BMS Licensed Product after obtaining such regulatory approval.

The Company is required to pay BMS up to approximately $ 142.0 million in the aggregate upon the achievement of certain clinical development or regulatory milestones for AL101 and varegacestat across multiple indications.

In addition, the Company is required to pay BMS up to $ 50.0 million in the aggregate upon the achievement of certain commercial milestones for each BMS Licensed Product.

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

BMS is also eligible to receive tiered royalties ranging from a high single-digit to a low teen percentage on annual worldwide net sales of any BMS Licensed Products.

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

BMS has the right to terminate the BMS License Agreement in its entirety if the Company fails to fulfill its development and commercialization obligations within a defined period of time following written notice by BMS.

The Company has the right to terminate the BMS License Agreement for convenience upon prior written notice to BMS.

Upon termination of the BMS License Agreement by the Company for convenience or by BMS, the Company will grant an exclusive, non-transferable, sublicensable, worldwide license to BMS for certain patent rights that are necessary to develop, manufacture or commercialize the BMS Licensed Compounds or BMS Licensed Products.

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 consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

Other asset acquisitions and license agreements

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

During the year ended December 31, 2024, the Company paid total consideration of $ 10.8 million under these other agreements, including upfront fees and transaction costs, which was recognized as IPR&D expense in the Company’s 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 year ended December 31, 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.

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

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

As of December 31, 2024, the Company has achieved certain milestones under these agreements and has accrued $ 0.8 million within accrued expenses and other current liabilities on the consolidated balance sheet since the related contingency is resolved and the milestone consideration is payable.

The Company currently leases approximately 39,000 square feet of office and laboratory space in Bothell, Washington, including 15,000 square feet of space that was added in May 2024 and 10,000 square feet of space that was added in December 2024 under amended lease agreements.

In December 2024, the Company was granted a one-time tenant improvement allowance of $ 3.5 million which was considered payable by the lessor at the commencement date.

The Bothell lease also includes an expansion option to lease approximately 13,000 additional square feet of office and laboratory space with a $ 4.7 million tenant improvement allowance.

The Bothell lease expires on March 31, 2033, and includes two five-year renewal options that are not included in the lease term as it is not reasonably certain that they will be exercised.

The Company also leases approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania.

The Exton lease expires on March 31, 2025.

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

Operating leases:

Operating lease right-of-use assets

Operating lease liability, current portion

Operating lease liability, net of current portion

Total operating lease liability

Operating lease liability and operating lease liability, net of current portion is included in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the accompanying 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):

Operating lease cost (in thousands)

Year Ended December 31, 2023

Year Ended December 31, 2022

General and administrative

Research and development

Total lease expense

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

Operating lease liabilities, current portion

Operating lease liabilities, net of current portion

Total operating lease liabilities

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

The Company recorded operating lease expense of $ 0.8 million and $ 0.3 million for the years ended December 31, 2024 and 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 years ended December 31, 2024 and 2023.

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

Weighted-average remaining lease term (in years)

Weighted-average discount rate

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

Year Ended December 31, 2023

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

Year Ended December 31,

Cash paid for operating lease liability

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

Cash paid for operating lease liabilities

The Company’s future minimum lease payments were as follows as of December 31, 2024 (in thousands):

Years ending December 31,

2029 and thereafter

Total lease payments

Less imputed interest

Present value of lease liability

imputed interest

tenant improvement allowance not yet received

Present value of operating lease liabilities

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.

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.

The holders of common stock are entitled to receive dividends out of funds legally available if and when declared by the Company’s board of directors.

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

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

Stock options issued and outstanding under the Plans

Common stock warrants outstanding

Remaining shares available for issuance under the Plans

Remaining shares available for issuance under the ESPP

Total reserved common stock

2024 Public Offering

In February 2024, the Company completed a public offering and issued 11,500,000 shares of its common stock at $ 20.00 per share, for net proceeds of $ 215.4 million, after deducting underwriting discounts and commissions and offering expenses.

2024 ATM Agreement

On May 14, 2024, the Company entered into an “at the market” sales agreement, or the 2024 ATM Agreement, with TD Securities (USA) LLC, or TD Cowen, as sales agent, pursuant to which the Company may offer and sell from time to time shares of its common stock having an aggregate offering price of up to $ 200.0 million, or the ATM Shares.

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.

In November 2024, the Company sold 2,030,431 shares of common stock under the 2024 ATM Agreement resulting in net proceeds of approximately $ 19.6 million.

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 Outstanding

Exercise Price per Share

Expiration Date

April 28, 2024

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

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 year ended December 31, 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 year ended December 31, 2023.

No warrants were issued and outstanding as of December 31, 2024.

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.

2020 Equity Incentive Plan

In September 2020, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans.

The number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors.

As of December 31, 2024, there were 1,698,331 shares available for issuance under the 2020 Plan.

On January 1, 2025, the number of shares available for future issuance under the 2020 Plan increased by 2,578,433 shares.

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

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

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

The Company also adopted the 2020 Employee Stock Purchase Plan, or the ESPP, on September 18, 2020 which provides for the grant of purchase rights to purchase shares of the Company’s common stock to eligible employees, as defined by the ESPP.

The maximum number of shares of common stock that may be issued under the ESPP will not exceed 125,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1 of each calendar year for a period of up to ten years , commencing on the first January 1 following the year in which an IPO occurs and ending on, and including, January 1, 2030, in an amount equal to the lesser of (i) 1 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, and (ii) 1,000,000 shares of common stock.

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

increased by 121,288 shares.

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

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

On January 1, 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).

Stock options under the 2020 Plan typically last ten years unless the board of directors decides otherwise.

Vesting periods vary, typically ranging from one to four years for employees, officers, directors, and consultants.

Some options may vest faster in case of a change in control, as defined in 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 373,738 shares available for issuance under the Morphimmune Plan as of December 31, 2024.

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.

2024 Inducement Plan

In October 2024, the Company adopted the 2024 Inducement Plan, or the 2024 Plan, to reserve 2,000,000 shares of the Company’s common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company.

The terms and conditions of the 2024 Plan are substantially similar to the Company’s 2020 Plan.

As of December 31, 2024, there were 559,300 shares available for issuance under the 2024 Plan.

Stock options granted to Chief Executive Officer

On June 28, 2023, Clay Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock at an initial exercise price of $ 5.91 per share, or the Inducement Grant.

The options vest over time during Dr.

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

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

Siegall’s employment agreement).

The estimated grant date fair value of Dr.

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

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

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

Year Ended December 31,

In thousands)

General and administrative

Research and development

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.

Siegall’s continued employment, which commenced on October 2, 2023, in connection with the closing of the Merger.

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, the 2024 Plan and the 2020 Plan are collectively referred to as the Plans.

2020 Employee Stock Purchase Plan

The Company also adopted the 2020 Employee Stock Purchase Plan, or the ESPP, in September 2020.

Under the ESPP, employees meeting certain specific employment qualifications are eligible to participate and can purchase shares of common stock through payroll deductions.

The purchase price is 85 % of the lower of the fair market value of the stock at the commencement or end of the offering period.

The ESPP permits eligible employees to purchase shares of common stock through payroll deductions for up to 15 % of qualified compensation.

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 initial public offering, or 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.

As of December 31, 2024, there were 906,251 shares available under the ESPP.

No shares of common stock have been issued under the ESPP as of December 31, 2024.

On January 1, 2025, the number of shares available for future issuance under the ESPP increased by 644,608 shares.

Stock options

A summary of option activity under the Plans during the year ended December 31, 2024 is as follows:

exercise price

(in thousands)

Outstanding at December 31, 2023

( 1,443,809 )

Outstanding at December 31, 2024

Exercisable at December 31, 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 per share of stock options granted during the years ended December 31, 2024 and 2023 was $ 10.86 and $ 6.09 , respectively.

The aggregate intrinsic value for options exercised during the years ended December 31, 2024 and 2023 was $ 10.3 million and $ 5.9 million, respectively.

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

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Expected dividend yield

Fair value of common stock

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

exercise price

Outstanding at January 1, 2023

Replacement options issued at asset acquisition

Outstanding at December 31, 2023

Exercisable at December 31, 2023

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.

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

Year Ended December 31,

Research and development

General and administrative

Total share-based compensation expense

Unrecognized compensation cost related to unvested options was $ 75.2 million as of December 31, 2024 and will be recognized over an estimated weighted-average period of 3.4 years.

Segment information

The Company has one operating and reportable segment related to the development of targeted oncology therapies.

The segment derives its current revenues from research and development collaborations.

The CODM assesses performance for the segment based on net loss, which is reported on the consolidated statement of operations and comprehensive loss as net loss.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, total expenses and research and development expenses by program.

The table below is a summary of the segment net loss, including significant segment expense categories (in thousands):

Year Ended December 31,

Collaboration revenue

In-process research and development

Direct research and development expenses (1)

Indirect research and development (2)

General and administrative (3)

Total operating expenses

Loss from operations

Interest income

(1) Direct research and development expenses include external costs, such as costs related to manufacturing, outsourced research, product development, and clinical trial costs, including fees paid to investigators, consultants, central laboratories and CROs to specific product candidates.

(2) Indirect research and development expenses include personnel salary, benefit and share-based compensation costs, depreciation and amortization, laboratory materials and services, and certain overhead expenses.

(3) General and administrative expenses include personnel salary, benefit and share-based compensation costs, legal fees, professional fees for accounting, auditing, tax and consulting services, insurance costs, travel, depreciation and amortization, and certain overhead expenses.

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

Year Ended December 31,

Federal tax benefit at statutory rate

State tax, net of federal benefit

Effects of state tax legislation, net of federal benefit

Research and development credits

Permanent differences

Share-based compensation

Write-off of IPR&D

1 unchanged sentence

The components of the Company’s deferred taxes are as follows (in thousands):

(in thousands)

Deferred tax assets:

3 unchanged sentences

Share-based compensation

Accrued bonus

Deferred revenue

Accruals and reserves

Lease liability

6 unchanged sentences

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.

The Company had no income tax expense due to the operating losses utilization for the years ended December 31, 2024 and 2023.

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, 2024 and 2023.

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.

The valuation allowance increased by $ 66.9 million and $ 9.2 million in 2024 and 2023, respectively, due to capitalized IPR&D expense, 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.

1 unchanged sentence

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

These ownership

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

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.

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

Based upon the evaluation of ownership changes through December 31, 2024, 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 Company has not generated taxable income or a current tax liability and has not utilized its net operating loss or research and development credit carryforwards as of December 31, 2024.

As of December 31, 2024, the Company had $ 119.9 million of federal and $ 95.6 million of state net operating loss carryforwards.

4 unchanged sentences

These tax credit carryforwards will expire at various dates through 2044.

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.

A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows (in thousands):

Beginning balance

Additions for tax positions taken in prior years

Ending balance

If the unrecognized tax benefits for uncertain tax positions as of December 31, 2024 are recognized, there will be no impact to the effective tax rate due to the valuation allowance.

The Company recognizes interest and penalties related to the unrecognized tax benefits as a component of income tax expense.

As of December 31, 2024, there were no material interest and penalties on uncertain tax benefits.

The Company does not anticipate any significant changes to its unrecognized tax benefits in the next 12 months.

The Company filed income tax returns in the United States and Pennsylvania in all tax years since inception.

3 unchanged sentences

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.

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.

On January 31, 2025, the Company completed a public offering of 22,258,064 shares of its common stock at a price of $ 7.75 per share.

The gross proceeds to the Company from the offering were $ 172.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

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

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

EXHIBIT INDEX

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

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

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

Amended and Restated Certificate of Incorporation of Immunome, Inc.

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

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

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

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

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

Amended and Restated Bylaws of Immunome, Inc.

(incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed October 6, 2020).

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).

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

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

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

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

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

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

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).

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).

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

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

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

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).

Morphimmune Inc.

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

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

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

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

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

Exclusive Patent License Agreement by and between the registrant and the Massachusetts Institute of Technology as licensing agent for Whitehead Institute for Biomedical Research, dated June 25, 2009, as amended by the First Amendment to the Exclusive Patent License Agreement dated December 17, 2009, by the Second Amendment to the Exclusive Patent License Agreement Dated March 21, 2013, by the Third Amendment to the Exclusive Patent License Agreement dated August 21, 2017 and by the Fourth Amendment to the Exclusive Patent License Agreement dated July 21, 2020 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on September 9, 2020).

Letter Agreement by and between the registrant and the Whitehead Institute for Biomedical Research, dated November 17, 2022.

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

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

Siegall, Ph.D.

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

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

Siegall, Ph.D.

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

Amendment No.

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

Siegall, Ph.D.

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

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

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

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

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

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

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

Securities Purchase Agreement by and among the Registrant and the Purchasers signatory thereto, dated April 26, 2021 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 26, 2021).

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

Letter to Holders of Series B Warrants to Purchase Shares of Common Stock (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 2, 2022).

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

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

Master License Agreement, by and between Morphimmune Inc.

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

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

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

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

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

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

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

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

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

List of Subsidiaries.

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

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

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

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.

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.

Incentive Compensation Recoupment Policy .

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.

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.

Form 10-K Summary

IMMUNOME, INC.

Siegall Ph.D.

Siegall, Ph.D.

President and Chief Executive Officer

POWER OF ATTORNEY

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

Siegall Ph.D.

President, Chief Executive Officer and Director

March 28, 2024

Siegall Ph.D.

( Principal Executive Officer )

/s/ Max Rosett

EVP, Operations and Interim Chief Financial Officer

March 28, 2024

( Principal Financial Officer )

/S/ Bob Lapetina

VP, Finance and Corporate Controller

( Principal Accounting Officer )

March 28, 2024

/s/ Isaac Barchas, J.D

March 28, 2024

Isaac Barchas, J.D

/s/ Jean-Jacques Bienaime

March 28, 2024

Jean-Jacques Bienaime

/s/ James Boylan

March 28, 2024

James Boylan.

/s/ Carol Schafer

March 28, 2024

Carol Schafer

/s/ Philip Wagenheim

March 28, 2024

Philip Wagenheim

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

What changed 10-K

Item 9A. Controls and Procedures