What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-13 · 144 added, 199 removed, 295 unchanged (54% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

September 30, 2024

(in thousands, except share and per share amounts)

March 31, 2025

December 31, 2024

14 unchanged sentences

Total current liabilities

Deferred revenue, non-current

Operating lease liabilities, net of current portion

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ equity:

1 unchanged sentence

10,000,000 shares authorized;

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

no shares issued or outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

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

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

300,000,000 shares authorized at March 31, 2025 and December 31, 2024;

86,955,855 and 64,460,829 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive (loss) income

Accumulated deficit

4 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Collaboration revenue

9 unchanged sentences

Comprehensive loss:

Unrealized gain on marketable securities

Unrealized loss on marketable securities

Comprehensive loss

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

(in thousands, except share amounts)

Comprehensive

Stockholders'

Income (Loss)

Balance at December 31, 2024

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 for public offering, net of commissions and offering costs of $ 10,755

Exercise of stock options

Exercise of common stock warrants

Unrealized loss on marketable securities

Balance at March 31, 2025

Comprehensive

Stockholders'

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

Exercise of stock options

1 unchanged sentence

Unrealized loss on marketable securities

Balance at June 30, 2024

Share-based compensation expense

Issuance of common stock in connection with BMS License Agreement Amendment

Exercise of stock options

Unrealized gain on marketable securities

Balance at September 30, 2024

IMMUNOME, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

Stockholders'

Balance at December 31, 2022

Share-based compensation expense

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

Issuance of common stock

Vesting of restricted stock awards

Balance at March 31, 2024

Share-based compensation expense

Vesting of restricted stock awards

Balance at June 30, 2023

Share-based compensation expense

Vesting of restricted stock awards

Balance at September 30, 2023

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

9 unchanged sentences

Operating lease liabilities

Net cash (used in) provided by operating activities

Net cash used in operating activities

Cash flows from investing activities:

Purchases of in-process research and development assets

Purchases of marketable securities

Maturities of marketable securities

Purchases of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Payment of offering costs

Prepayments from PIPE transaction recorded as deposit liability

Proceeds from exercise of stock options

Proceeds from exercise of common stock warrants

Proceeds from issuance of common stock under prior ATM, net

Net cash provided by financing activities

9 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosures of non-cash investing and financing activities:

1 unchanged sentence

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

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

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

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

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

Offering costs in accounts payable and accrued expenses and other current liabilities

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

Offering costs in accounts payable

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

3 unchanged sentences

Nature of the business

Immunome, Inc., or the Company or Immunome, is a biotechnology 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, and it is dedicated to developing targeted cancer therapies with first-in-class and best-in-class potential.

The Company’s goal is to establish a broad pipeline of preclinical and clinical assets and develop these assets into approved products for commercialization.

To support that goal, the Company invests heavily in both business development and internal discovery programs.

Immunome is advancing a pipeline comprising one clinical and two preclinical assets.

The clinical asset is AL102, an investigational gamma secretase inhibitor, or GSI, currently under evaluation in a Phase 3 trial for the treatment of desmoid tumors.

AL102 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 conjugate, or ADC, and IM-3050, a fibroblast activation protein, or FAP, targeted radioligand therapy, or RLT.

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.

Immunome, Inc., or the Company or Immunome, is a clinical-stage targeted oncology company committed to developing first-in-class and best-in-class 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.

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

As of March 31, 2025, the Company had an accumulated deficit of $ 557.4 million, cash and cash equivalents of $ 257.6 million, and marketable securities of $ 59.7 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 September 30, 2024, the Company has funded its operations primarily through sales of equity securities and strategic partnerships and transactions as well as expense reimbursement s from a government contract that ended in 2022 .

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

Through March 31, 2025, the Company has funded its operations primarily through sales of equity securities.

The Company expects that its existing cash, cash equivalents and marketable securities at March 31, 2025 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 Quarterly Report on Form 10-Q.

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

8 unchanged sentences

Principles of consolidation

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

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

All intercompany accounts and transactions have been eliminated in consolidation.

5 unchanged sentences

Segment and geographic information

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, its Chief Executive Officer, in deciding how to allocate resources and in assessing performance.

The Company has determined that it operates as one operating and reporting segment 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.

Concentration of credit risk

5 unchanged sentences

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

Asset acquisitions

Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition.

Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued.

Direct transaction costs are recognized as part of the cost of an acquisition of assets.

Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development, or IPR&D.

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

Research and development expenses

Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, share-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, 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.

Cash will be released from restriction upon termination of the lease and satisfaction of any applicable termination conditions.

Restricted cash was $ 0.1 million at both March 31, 2025 and December 31, 2024.

Net loss per share

1 unchanged sentence

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

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

As the Company was in a net loss position for the three months ended March 31, 2025 and 2024, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive.

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

September 30,

Stock options outstanding

Common stock warrants

Recent accounting standards not yet adopted

In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Improvements to Income Tax Disclosures , which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in this update are effective for annual periods beginning after December 15, 2024.

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

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures.

Recently adopted accounting standards

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 plans to adopt interim requirements under ASU 2023-07 on January 1, 2025.

The Company will begin including financial statement disclosures in accordance with ASU 2023-07 in its Annual Report on Form 10-K for the year ended December 31, 2024.

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.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in this update are effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 on January 1, 2025.

The adoption of this ASU did not have a material impact on the condensed consolidated financial statements.

Recent accounting standards not yet adopted

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 condensed consolidated financial statements.

Fair value measurement

6 unchanged sentences

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

September 30, 2024

March 31, 2025

Amortized Cost

3 unchanged sentences

Money market funds

treasury securities

Marketable securities:

29 unchanged sentences

Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the performance obligation.

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

The Company recognized collaboration revenue of $ 2.9 million and $ 1.0 million for the three months ended March 31, 2025 and 2024, respectively.

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Beginning balance

2 unchanged sentences

Balance at the end of the period

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

As of March 31, 2025, 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 0.25 years.

Balance sheet components

1 unchanged sentence

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

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Compensation and related benefits

Severance accruals

Professional services and consulting

5 unchanged sentences

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

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

Asset acquisitions

On May 17, 2024, the Company and Atreca, Inc., or Atreca, completed an Asset Purchase Agreement, or the Atreca Purchase Agreement, initially entered into in December 2023, pursuant to which the Company acquired certain antibody-related assets and materials.

No liabilities were assumed under the Atreca Purchase Agreement as of the acquisition date.

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

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

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

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

The Company made matching contributions of $ 0.2 million and $ 0.1 million to the 401(k) Plan for the three months ended March 31, 2025 and 2024, 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 AL102 programs and assumed certain liabilities associated with the acquired assets.

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.

15 unchanged sentences

Net assets acquired

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

The cost attributable to the IPR&D was expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 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.

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 since the acquired IPR&D had no alternative future use.

Licensing arrangements

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 condensed consolidated statement of operations and comprehensive loss for the three months ended March 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.

The Company was also obligated to pay Zentalis a one-time payment of $ 5.0 million in cash upon the achievement of a developmental milestone, which was achieved in December 2024 and paid during the three months ended March 31, 2025.

The related liability was accrued within accrued expenses and other current liabilities on the condensed consolidated balance sheet as of December 31, 2024.

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 AL102, or the BMS Licensed Compounds, and products containing AL101 or AL102, or the BMS Licensed Products, for all uses including the prevention, treatment or control of any human or animal disease, disorder or condition.

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 AL102 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.

10 unchanged sentences

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

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

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

Zentalis Pharmaceuticals

On January 5, 2024, the Company entered into a license agreement with Zentalis Pharmaceuticals, Inc., or the Zentalis License Agreement, pursuant to which the Company received an exclusive, worldwide, royalty-bearing, sublicensable license under certain intellectual property relating to Zentalis’ proprietary antibody-drug conjugate, or ADC, platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights, or, collectively, the Zentalis Licensed Assets.

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

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

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

See Note 12, Subsequent Events , for more information.

Purdue Research Foundation

Upon closing of the Merger, 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, the Company is obligated to pay PRF a low single-digit royalty on gross receipts from the sale of licensed products, 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.

In addition, the Company is obligated to pay PRF up to $ 3.8 million in the aggregate upon the achievement of specified development and commercialization milestones.

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 the Company becomes insolvent.

Other License Agreements

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

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

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

The consideration paid to BMS to amend the BMS License Agreement was immediately recognized as IPR&D expense.

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.

There was no IPR&D expense under these agreements for the three months ended March 31, 2025 and 2024.

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.

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

The Company currently leases approximately 29,000 square feet of office and laboratory space in Bothell, Washington, including 15,000 square feet of space that was added in May 2024 under an amended lease agreement, and approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania.

The Bothell lease expires on January 31, 2029, 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 Exton lease expires on March 31, 2025.

As of December 31, 2024, the Company accrued $ 1.2 million within accrued expenses and other current liabilities on the condensed consolidated balance sheet related to upfront license fees and the achievement of certain milestones under these agreements.

These amounts were subsequently settled during the three months ended March 31, 2025.

The Company currently leases approximately 39,000 square feet of office and laboratory space in Bothell, Washington.

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 leased approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania.

The Exton lease expired on March 31, 2025.

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

September 30, 2024

March 31, 2025

December 31, 2024

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

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

The Company recorded operating lease expense of $ 0.3 million and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

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

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

The Company did not incur significant variable lease costs for the three months ended March 31, 2025 and 2024.

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

September 30, 2024

March 31, 2025

December 31, 2024

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for operating lease liabilities

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

The Company’s future minimum lease payments were as follows as of March 31, 2025 (in thousands):

Years ending December 31,

2024 (represents remaining three months in 2024)

2025 (represents remaining nine months in 2025)

2029 and thereafter

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

September 30, 2024

March 31, 2025

December 31, 2024

Stock options issued and outstanding under the Plans

Common stock warrants outstanding

Remaining shares available for issuance under the Plans

1 unchanged sentence

Total reserved common stock

Follow-on public offering

In February 2024, the Company completed a follow-on 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.

2025 Public Offering

In January 2025, the Company completed a public offering and issued 22,258,064 shares of its common stock at a price of $ 7.75 per share, for net proceeds of $ 161.7 million, after deducting underwriting discounts and commissions and offering expenses.

2024 ATM Agreement

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

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

Warrants to acquire shares of common stock

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

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

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

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

As of March 31, 2025, the Company had sold an aggregate of 2,030,431 shares of common stock under the 2024 ATM Agreement for gross proceeds of $ 20.0 million and net proceeds of approximately $ 19.6 million, with approximately $ 180.0 million remaining available for future offerings.

No shares of common stock were sold under the 2024 ATM Agreement during the three months ended March 31, 2025.

Share-based compensation

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

No further awards will be granted under the 2018 Equity Incentive Plan, or 2018 Plan.

Awards forfeited, cancelled, or repurchased from the above plans are returned to the pool of shares of common stock available for issuance under the 2020 Plan.

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

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

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

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

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

As of March 31, 2025, there were 4,475,485 shares available for issuance under the 2020 Plan.

In October 2023, the Company completed its merger with Morphimmune, Inc.

and assumed the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan.

There were 555,895 shares available for issuance under the Morphimmune Plan as of March 31, 2025.

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 March 31, 2025, there were 414,300 shares available for issuance under the 2024 Plan.

Stock options granted for Chief Executive Officer

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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.

Siegall’s continued employment with the Company, which commenced on October 2, 2023.

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

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

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

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On January 1, 2025, the shares of common stock authorized for issuance under the ESPP increased by 664,608 shares.

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

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

As of March 31, 2025, there were 1,550,859 shares available for issuance under the ESPP.

No shares of common stock have been issued under the ESPP as of March 31, 2025.

Stock options

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

A summary of option activity under the Plans during the three months ended March 31, 2025 is as follows:

exercise price

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Outstanding at December 31, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Outstanding at March 31, 2025

Exercisable at March 31, 2025

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

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

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

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2025 and 2024 was $ 7.76 and $ 14.62 per share, respectively.

The aggregate intrinsic value of options exercised during the three months ended March 31, 2025 and 2024 was $ 2.1 million and $ 2.5 million, respectively.

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

Nine Months Ended September 30,

Three Months Ended March 31,

Expected volatility

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Research and development

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Total share-based compensation expense

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

Subsequent Events

Zentalis Purchase Agreement

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

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

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

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

Unrecognized share-based compensation related to stock options was $ 68.2 million as of March 31, 2025 and is expected to be recognized over a weighted average period of 3.1 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 condensed consolidated statements of operations and comprehensive loss as net loss.

The measure of segment assets is reported on the condensed consolidated balance sheets 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):

Three Months Ended March 31,

Collaboration revenue

In-process research and development

Direct research and development expenses (1)

Other product candidates

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.

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

What changed 10-Q

Item 1. Financial Statements