Immunome Sells Equity Securities in Unregistered Offering

TL;DR

**Immunome just raised capital through a private stock sale, which is good for their cash but could dilute your shares.**

AI Summary

Immunome, Inc. entered into a material definitive agreement on January 5, 2024, involving the unregistered sale of equity securities. This filing indicates that the company is raising capital, likely to fund its pharmaceutical operations and research. For investors, this means potential dilution of existing shares, but also a stronger financial position for Immunome to pursue its drug development goals, which could lead to future growth if successful.

Why It Matters

This unregistered sale of equity securities provides Immunome with capital, which is crucial for a pharmaceutical company's R&D, but it also dilutes the ownership stake of current shareholders.

Risk Assessment

Risk Level: medium — The risk is medium because while capital infusion is positive, the dilution from unregistered equity sales can negatively impact existing shareholders' value.

Analyst Insight

A smart investor would monitor Immunome's future announcements for details on the amount of capital raised and the number of shares issued in this unregistered sale to assess the extent of dilution and the company's strengthened financial position for upcoming projects.

Key Players & Entities

• Immunome, Inc. (company) — the registrant selling equity securities
• January 5, 2024 (date) — date of the earliest event reported regarding the material definitive agreement
• The Nasdaq Capital Market (company) — exchange where Immunome's Common Stock is registered

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share IMNM The Nasdaq
• $35 million — Zentalis upfront consideration totaling $35 million in cash and shares of Company common st
• $150 million — pany is obligated to pay Zentalis up to $150 million in development and regulatory milestone
• $25 million — he Company is obligated to pay Zentalis $25 million in development and regulatory milestone

Filing Documents

• tm242340d1_8k.htm (8-K) — 40KB
• tm242340d1_ex99-1.htm (EX-99.1) — 19KB
• tm242340d1_ex99-1img01.jpg (GRAPHIC) — 9KB
• 0001104659-24-002059.txt ( ) — 253KB
• immu-20240105.xsd (EX-101.SCH) — 3KB
• immu-20240105_lab.xml (EX-101.LAB) — 33KB
• immu-20240105_pre.xml (EX-101.PRE) — 22KB
• tm242340d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. License Agreement On January 5, 2024, Immunome, Inc. (the "Company") entered into a license agreement ("License Agreement") with Zentalis Pharmaceuticals, Inc. ("Zentalis"), pursuant to which the Company received an exclusive, worldwide, royalty-bearing, sublicensable license under certain intellectual property relating to Zentalis' proprietary antibody-drug conjugate ("ADC") platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights. Under the License Agreement, the Company is required to use commercially reasonable efforts to develop an ADC targeting ROR1, two additional ADCs, and commercialize any product that has received regulatory approval. Under the License Agreement, the Company paid to Zentalis upfront consideration totaling $35 million in cash and shares of Company common stock. The Company is obligated to pay Zentalis up to $150 million in development and regulatory milestones for the first product containing an ADC targeting ROR1 (a "ROR1 ADC Product") to achieve such milestones and commercial milestones on ROR1 ADC Products. The Company is also obligated to pay to Zentalis mid-to-high single digit royalties on ROR1 ADC Products. In addition, the Company is obligated to pay Zentalis $25 million in development and regulatory milestones for the first product from each of the first five additional development programs using the licensed platform technology to generate products, and mid single digit royalties on products from each such program. The Company's royalty payment obligation will commence, on a product-by-product and country-by-country basis, on the first commercial sale of such product in such country and will expire on the latest of (a) the ten (10)-year anniversary of such first commercial sale for such product in such country, (b) the expiration of regulatory exclusivity for such product in such

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities See the description set forth under Item 1.01 above with respect to the Stock Issuance Agreement, which is incorporated into this Item 3.02 by reference. The Shares are being issued to Zentalis pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering. Accordingly, the Shares have not been registered under the Securities Act and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). The Company may use words and phrases such as "believe," "intend," "may," "potential," "suggests," "will," and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. These forward looking statements include, but are not limited to, statements regarding the expansion and advancement of the Company's pipeline and its approach and strategy related to its pipeline, including ZPC-21; the potential for ZPC-21 to be best-in-class; the timeline for submitting an IND, if any, for ZPC-21; the potential for Zentalis to receive milestone payments and/or royalties for ZPC-21; and other statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, risks related to the ability to realize the anticipated benefits of the license agreement; costs related to integrating ZPC-21 into the Company's pipeline and pursuing the contemplated asset development path; the risk that the Company may not submit an IND for ZPC-21 the end of the first quarter of 2025 or at all; the Company's ability to grow and successfully execute on its business plan, including advancing its current pipeline and any additionally acquired assets into the clinic and expanding its pipeline through its

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Joint Press Release of the Company and Zentalis, dated January 8, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMMUNOME, INC. Date: January 8, 2024 By: /s/ Clay Siegall Clay Siegall, Ph.D. President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR