Immunome Inc. 10-Q

Item 1. Financial Statements. IMMUNOME, INC. Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 257,613 ​ $ 143,351 Marketable securities ​ ​ 59,710 ​ ​ 73,952 Prepaid expenses and other current assets ​ 5,807 ​ 4,036 Total current assets ​ 323,130 ​ 221,339 Property and equipment, net ​ 10,953 ​ 10,113 Operating right-of-use assets ​ ​ 4,163 ​ ​ 4,278 Restricted cash ​ 100 ​ 100 Other long-term assets ​ ​ 4,347 ​ ​ 4,411 Total assets ​ $ 342,693 ​ $ 240,241 Liabilities and stockholders’ equity ​ ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 9,126 ​ $ 14,189 Accrued expenses and other current liabilities ​ 17,656 ​ 33,177 Deferred revenue, current ​ ​ 4,015 ​ ​ 6,941 Total current liabilities ​ 30,797 ​ 54,307 Operating lease liabilities, net of current portion ​ 4,770 ​ 4,769 Total liabilities ​ 35,567 ​ 59,076 Commitments and contingencies (Note 7) ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; 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 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 ​ ​ 9 ​ ​ 6 Additional paid-in capital ​ 864,530 ​ 696,872 Accumulated other comprehensive (loss) income ​ ​ ( 3 ) ​ ​ 57 Accumulated deficit ​ ( 557,410 ) ​ ( 515,770 ) Total stockholders’ equity ​ 307,126 ​ 181,165 Total liabilities and stockholders’ equity ​ $ 342,693 ​ $ 240,241 ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . ​ 3 Table of Contents IMMUNOME, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Collaboration revenue ​ $ 2,926 ​ $ 1,029 Operating expenses: ​ ​ In-process research and development ​ ​ — ​ ​ 111,954 Research and development ​ ​ 36,872 ​ ​ 15,369 General and administrative ​ 10,690 ​ 6,005 Total operating expenses ​ 47,562 ​ 133,328 Loss from operations ​ ( 44,636 ) ​ ( 132,299 ) Interest income ​ 2,996 ​ 2,807 Net loss ​ $ ( 41,640 ) ​ $ ( 129,492 ) Net loss per share, basic and diluted ​ $ ( 0.52 ) ​ $ ( 2.51 ) Weighted-average shares outstanding, basic and diluted ​ 79,410,354 ​ 51,544,383 Comprehensive loss: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 41,640 ) ​ $ ( 129,492 ) Unrealized loss on marketable securities ​ ​ ( 60 ) ​ ​ ( 18 ) Comprehensive loss ​ $ ( 41,700 ) ​ $ ( 129,510 ) ​ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . ​ 4 Table of Contents IMMUNOME, INC. Condensed Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ Common Stock Paid-in Comprehensive Accumulated Stockholders' ​ ​ Shares Amount ​ Capital ​ Income (Loss) ​ Deficit ​ Equity Balance at December 31, 2024 ​ 64,460,829 ​ $ 6 ​ $ 696,872 ​ $ 57 ​ $ ( 515,770 ) ​ $ 181,165 Share-based compensation expense ​ — ​ ​ — ​ ​ 5,703 ​ ​ — ​ ​ — ​ ​ 5,703 Issuance of common stock for public offering, net of commissions and offering costs of $ 10,755 ​ 22,258,064 ​ ​ 3 ​ ​ 161,742 ​ ​ — ​ ​ — ​ ​ 161,745 Exercise of stock options ​ 236,962 ​ ​ — ​ ​ 213 ​ ​ — ​ ​ — ​ ​ 213 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 60 ) ​ ​ — ​ ​ ( 60 ) Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 41,640 ) ​ ​ ( 41,640 ) Balance at March 31, 2025 ​ 86,955,855 ​ $ 9 ​ $ 864,530 ​ $ ( 3 ) ​ $ ( 557,410 ) ​ $ 307,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders' ​ Shares Amount Capital Income Deficit Equity Balance at December 31, 2023 ​ 43,251,778 ​ $ 4 ​ $ 342,663 ​ $ 22 ​ $ ( 222,807 ) ​ $ 119,882 Share-based compensation expense ​ — ​ ​ — ​ ​ 2,159 ​ ​ — ​ ​ — ​ ​ 2,159 Issuance of common stock under Zentalis License Agreement ​ 2,298,586 ​ ​ — ​ ​ 23,388 ​ ​ — ​ ​ — ​ ​ 23,388 Issuance of common stock under the Ayala Asset Purchase Agreement ​ 2,175,489 ​ ​ — ​ ​ 50,645 ​ ​ — ​ ​ — ​ ​ 50,645 Issuance of common stock for public offering, net of commissions and offering costs of $ 14,592 ​ 11,500,000 ​ ​ 2 ​ ​ 215,408 ​ ​ — ​ ​ — ​ ​ 215,410 Exercise of stock options ​ 125,704 ​ ​ — ​ ​ 171 ​ ​ — ​ ​ — ​ ​ 171 Exercise of common stock warrants ​ 342,686 ​ ​ — ​ ​ 3,427 ​ ​ — ​ ​ — ​ ​ 3,427 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 18 ) ​ ​ — ​ ​ ( 18 ) Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 129,492 ) ​ ​ ( 129,492 ) Balance at March 31, 2024 ​ 59,694,243 ​ $ 6 ​ $ 637,861 ​ $ 4 ​ $ ( 352,299 ) ​ $ 285,572 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . ​ 5 Table of Contents IMMUNOME, INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Cash flows from operating activities: ​ ​ ​ Net loss ​ $ ( 41,640 ) ​ $ ( 129,492 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 611 ​ 157 Amortization of right-of-use asset ​ ​ 115 ​ ​ 106 Accretion of discounts on marketable securities ​ ​ ( 818 ) ​ ​ ( 538 ) Share-based compensation expense ​ 5,703 ​ 2,159 Charge for purchase of in-process research and development assets ​ ​ — ​ ​ 111,954 Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other assets ​ ( 1,707 ) ​ 2,473 Accounts payable ​ ( 3,810 ) ​ 2,396 Accrued expenses and other current liabilities ​ ( 8,521 ) ​ 669 Deferred revenue ​ ​ ( 2,926 ) ​ ​ ( 1,029 ) Operating lease liabilities ​ ​ ( 62 ) ​ ​ ( 25 ) Net cash used in operating activities ​ ( 53,055 ) ​ ( 11,170 ) Cash flows from investing activities: ​ ​ Purchases of in-process research and development assets ​ ​ ( 6,246 ) ​ ​ ( 35,067 ) Maturities of marketable securities ​ ​ 15,000 ​ ​ — Purchases of property and equipment ​ ( 3,665 ) ​ ( 2,164 ) Net cash provided by (used in) investing activities ​ 5,089 ​ ( 37,231 ) Cash flows from financing activities: ​ ​ Proceeds from public offering ​ ​ 172,500 ​ ​ 230,002 Payment of offering costs ​ ​ ( 10,485 ) ​ ​ ( 14,155 ) Proceeds from exercise of stock options ​ 213 ​ 171 Proceeds from exercise of common stock warrants ​ ​ — ​ ​ 3,427 Net cash provided by financing activities ​ 162,228 ​ 219,445 Net increase in cash and cash equivalents and restricted cash ​ 114,262 ​ 171,044 Cash and cash equivalents and restricted cash at beginning of period ​ 143,451 ​ 98,779 Cash and cash equivalents and restricted cash at end of period ​ $ 257,713 ​ $ 269,823 Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 257,613 ​ $ 269,723 Restricted cash ​ ​ 100 ​ ​ 100 Total cash, cash equivalents, and restricted cash ​ $ 257,713 ​ $ 269,823 ​ ​ ​ ​ 6 Table of Contents IMMUNOME, INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 Supplemental disclosures of non-cash investing and financing activities: ​ ​ ​ Issuance of common stock in exchange for in-process research and development assets ​ $ — ​ $ 74,033 Net liabilities assumed from purchases of in-process research and development assets ​ $ — ​ $ 2,041 Purchase of in-process research and development assets in accounts payable and accrued expenses ​ $ — ​ $ 813 Offering costs in accounts payable ​ $ 270 ​ $ 437 Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities ​ $ 592 ​ $ 594 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ​ 7 Table of Contents IMMUNOME, INC. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Nature of the business Organization 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. Liquidity 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 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 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. 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with the accounting principles generally accepted in the United States, or GAAP, and following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2025, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2024 condensed consolidated balance sheet has been derived from the Company’s annual financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments that management believes to be necessary for a fair presentation of the Company’s financial information. Interim results are not necessarily indicative of results for a full year or any future interim period. 8 Table of Contents Principles of consolidation 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. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed 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 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 Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains deposits in a financial institution in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at a financial institution that management believes to be of high credit quality and the Company has not experienced any losses on these deposits. Management also believes that the Company is not exposed to significant credit risk as it relates to marketable securities because the Company only invests in U.S government securities. Restricted cash 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 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 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 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. 9 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2025 2024 Stock options outstanding ​ 11,498,848 ​ 8,531,683 Common stock warrants ​ — ​ 157,314 ​ ​ 11,498,848 ​ 8,688,997 ​ 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 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. 3. 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. 10 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ Level Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds 1 ​ $ 255,939 ​ $ — ​ $ — ​ $ 255,939 Marketable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities 2 ​ ​ 59,713 ​ ​ — ​ ​ ( 3 ) ​ ​ 59,710 Total financial assets ​ ​ $ 315,652 ​ $ — ​ $ ( 3 ) ​ $ 315,649 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Level ​ Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds 1 ​ $ 46,987 ​ $ — ​ $ — ​ $ 46,987 U.S. treasury securities 2 ​ ​ 94,379 ​ ​ 40 ​ ​ — ​ ​ 94,419 Marketable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities 2 ​ ​ 73,935 ​ ​ 17 ​ ​ — ​ ​ 73,952 Total financial assets ​ ​ $ 215,301 ​ $ 57 ​ $ — ​ $ 215,358 ​ The Company’s marketable securities consist of U.S. treasury debt securities with a contractual maturity date of up to 6 months . 4. Collaboration agreement with AbbVie 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. 11 Table of Contents 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. The Company determined the initial transaction price of the single performance obligation to be $ 30.0 million, as the variable consideration for additional R&D services, option exercise payments and development milestone payments are all subject to constraint at contract inception. At each reporting period, the Company will reevaluate the variable consideration subject to constraint and, if necessary, will adjust its estimate of the overall transaction price. For the sales-based royalties, the Company will recognize revenue when the related sales occur. 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 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): ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 Beginning balance ​ $ 6,941 Deferral of revenue ​ ​ — Recognition of revenue ​ ( 2,926 ) Balance at the end of the period ​ $ 4,015 ​ 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. 5. Balance sheet components Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 Research and development ​ $ 12,456 ​ $ 24,185 Compensation and related benefits ​ ​ 2,993 ​ ​ 5,861 Professional services and consulting ​ ​ 997 ​ ​ 933 Operating lease liabilities, current portion ​ ​ — ​ ​ 63 Other ​ 1,210 ​ 2,135 Total accrued expenses and other current liabilities ​ $ 17,656 ​ $ 33,177 ​ ​ 6. Employee benefit plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code, or the 401(k) Plan. 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 and $ 0.1 million to the 401(k) Plan for the three months ended March 31, 2025 and 2024, respectively. 12 Table of Contents 7. 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): ​ ​ ​ ​ ​ ​ Amount Common stock issued to Ayala ​ $ 50,645 Upfront consideration paid to Ayala ​ ​ 20,039 Transaction costs ​ ​ 657 Consideration paid ​ $ 71,341 ​ ​ ​ ​ Assets acquired: ​ ​ ​ In-process research and development ​ $ 73,382 Other long-term assets ​ ​ 2,480 Total assets acquired ​ $ 75,862 Liabilities assumed: ​ ​ ​ Accrued expenses ​ $ 4,521 Total liabilities assumed ​ $ 4,521 Net assets acquired ​ $ 71,341 ​ 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. 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. 13 Table of Contents 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 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. 14 Table of Contents 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. 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. 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 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. 8. Leases 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. 15 Table of Contents Supplemental balance sheet information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 Operating leases: ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 4,163 ​ $ 4,278 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ $ — ​ $ 63 Operating lease liabilities, net of current portion ​ ​ 4,770 ​ ​ 4,769 Total operating lease liabilities ​ $ 4,770 ​ $ 4,832 ​ 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 $ 0.3 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 months ended March 31, 2025 and 2024. Other information related to the Company’s operating leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 Weighted-average remaining lease term (in years) ​ ​ 8.00 ​ ​ 8.15 Weighted-average discount rate ​ ​ 9.6 % ​ ​ 9.5 % ​ Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 Cash paid for operating lease liabilities ​ $ 264 ​ $ 63 ​ The Company’s future minimum lease payments were as follows as of March 31, 2025 (in thousands): ​ ​ ​ ​ Years ending December 31, Amount 2025 (represents remaining nine months in 2025) ​ $ 665 2026 ​ 1,304 2027 ​ ​ 1,577 2028 ​ ​ 1,616 2029 and thereafter ​ ​ 7,333 Total lease payments ​ ​ 12,495 Less: imputed interest ​ ​ ( 4,000 ) Less: tenant improvement allowance not yet received ​ ​ ( 3,725 ) Present value of operating lease liabilities ​ $ 4,770 ​ 9. Common stock Common stock The holders of common stock are entitled to one vote for each share of common stock. 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. 16 Table of Contents The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 Stock options issued and outstanding under the Plans ​ 11,498,848 ​ 11,990,781 Remaining shares available for issuance under the Plans ​ 5,445,680 ​ 2,631,369 Remaining shares available for issuance under the ESPP ​ 1,550,859 ​ 906,251 Total reserved common stock ​ 18,495,387 ​ 15,528,401 ​ 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 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. 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. 10. Share-based compensation 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. 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 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 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. 17 Table of Contents 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 adopted the 2020 Employee Stock Purchase Plan, or ESPP, in September 2020. On January 1, 2025, the shares of common stock authorized for issuance under the ESPP increased by 664,608 shares. 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 three months ended March 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Weighted ​ average ​ Aggregate ​ ​ ​ ​ average ​ remaining ​ Intrinsic ​ ​ Number of ​ exercise price ​ contractual ​ Value ​ shares per share term (years) ​ (in thousands) Outstanding at December 31, 2024 11,990,781 ​ $ 10.02 ​ 8.69 ​ $ 34,209 Granted ​ 224,000 ​ ​ 10.10 ​ ​ ​ ​ ​ Exercised ( 256,055 ) ​ ​ 1.52 ​ ​ ​ ​ ​ Forfeited ​ ( 348,748 ) ​ ​ 6.13 ​ ​ ​ ​ ​ Expired ( 111,130 ) ​ ​ 20.27 ​ ​ ​ ​ ​ Outstanding at March 31, 2025 11,498,848 ​ $ 10.21 ​ 8.64 ​ $ 12,063 Exercisable at March 31, 2025 3,563,637 ​ $ 6.26 ​ 7.60 ​ $ 10,228 ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Expected volatility ​ 90.4 % ​ 84.1 % Risk-free interest rate ​ 4.3 % ​ 4.1 % Expected term (in years) ​ 6.08 ​ 6.06 ​ Expected dividend yield ​ — % ​ — % ​ Share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 Research and development ​ $ 2,434 ​ $ 383 General and administrative ​ 3,269 ​ 1,776 Total share-based compensation expense ​ $ 5,703 ​ $ 2,159 ​ 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. 18 Table of Contents 11. 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, ​ 2025 2024 Collaboration revenue $ 2,926 ​ $ 1,029 Less: ​ ​ ​ ​ ​ In-process research and development ​ — ​ ​ ( 111,954 ) Direct research and development expenses (1) ​ ​ ​ ​ ​ Varegacestat ​ ( 14,387 ) ​ ​ ( 250 ) IM-1021 ​ ( 3,067 ) ​ ​ ( 2,724 ) IM-3050 ​ ( 1,033 ) ​ ​ ( 1,972 ) Other product candidates ​ ( 6,843 ) ​ ​ ( 6,295 ) Indirect research and development (2) ​ ( 11,542 ) ​ ​ ( 4,128 ) General and administrative (3) ​ ( 10,690 ) ​ ​ ( 6,005 ) Total operating expenses ​ ( 47,562 ) ​ ​ ( 133,328 ) Loss from operations ​ ( 44,636 ) ​ ​ ( 132,299 ) Interest income ​ 2,996 ​ ​ 2,807 Net loss $ ( 41,640 ) ​ $ ( 129,492 ) (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. ​ ​ 19 Table of Contents