Immunome Sells New Equity, Raises Capital

TL;DR

**Immunome just sold new shares, raising cash but potentially diluting existing stock.**

AI Summary

Immunome, Inc. filed an 8-K on February 6, 2024, reporting a material definitive agreement and unregistered sales of equity securities that occurred on February 5, 2024. This filing indicates that Immunome is raising capital through the sale of new shares, which could dilute the ownership stake of existing shareholders. For investors, this means the company is securing funds, potentially for operations or growth, but at the cost of potentially diluting the value of their current shares.

Why It Matters

This filing signals Immunome is raising capital, which can fund operations or expansion but may dilute existing shareholders' ownership and per-share value.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities can lead to dilution for current shareholders, impacting their ownership percentage and potentially the stock price.

Analyst Insight

A smart investor would investigate the terms of the 'Material Definitive Agreement' and the specifics of the 'Unregistered Sales of Equity Securities' to understand the extent of dilution and the use of proceeds, then reassess their position in IMNM.

Key Players & Entities

• Immunome, Inc. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of the earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• 001-39580 (dollar_amount) — Commission File Number
• IMNM (company) — trading symbol for Immunome, Inc.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share IMNM The Nasdaq
• $20,000,000 — osing"), the Company will (i) pay Ayala $20,000,000, subject to certain adjustments, (ii) i
• $37,500,000 — Company is obligated to pay Ayala up to $37,500,000 in development and commercial milestone

Filing Documents

• tm245249d1_8k.htm (8-K) — 47KB
• tm245249d1_ex2-1.htm (EX-2.1) — 521KB
• tm245249d1_ex10-1.htm (EX-10.1) — 67KB
• tm245249d1_ex99-1.htm (EX-99.1) — 16KB
• 0001104659-24-010945.txt ( ) — 954KB
• immu-20240205.xsd (EX-101.SCH) — 3KB
• immu-20240205_lab.xml (EX-101.LAB) — 33KB
• immu-20240205_pre.xml (EX-101.PRE) — 22KB
• tm245249d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On February 5, 2024, Immunome, Inc. (the "Company") and Ayala Pharmaceuticals, Inc. ("Ayala") entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which the Company will acquire Ayala's AL101 and AL102 programs and assume certain of Ayala's liabilities associated with the acquired assets (the "Asset Purchase"). Pursuant to the Purchase Agreement, at the closing of the Asset Purchase (the "Closing"), the Company will (i) pay Ayala $20,000,000, subject to certain adjustments, (ii) issue Ayala 2,175,489 shares of Company common stock (the "Shares") and (iii) assume specified liabilities. The Company is obligated to pay Ayala up to $37,500,000 in development and commercial milestones. Closing of the transaction is subject to receipt of approval of the stockholders of Ayala and other customary conditions to closing described below. The Purchase Agreement contains customary representations, warranties, conditions and covenants, including covenants (i) concerning the conduct of the business of Ayala prior to the Closing, (ii) prohibiting Ayala and its representatives from soliciting, seeking, initiating or knowingly encouraging, responding to or facilitating any competing acquisition proposal, (iii) prohibiting Ayala and its controlled affiliates from competing with the Company for five years following the Closing in certain fields, and (iv) restricting Ayala's ability to make distributions to stockholders, dissolve or wind up its business or file for bankruptcy for six months following the Closing. Each party's obligation to consummate the Asset Purchase is also conditioned upon certain other customary closing conditions, including the accuracy of the other party's representations and warranties as of the Closing, subject, in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and covenants under

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 issuance of the Shares, which is incorporated into this Item 3.02 by reference. At the Closing, the Shares will be issued to Ayala 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 will not be 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 6, 2024, the Company issued a press release announcing the entry into the Purchase Agreement described by Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this Current Report on Form 8-K Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company's expectations, intentions or strategies regarding the future, or the completion or effects of the Asset Purchase. In some cases, these statements include words like: "may," "could," "potential," "will," "plan," "believe," "goal," "optimistic," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company's expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the risk that the transaction with Ayala will not be completed; potential litigation relating to the proposed transaction that could be instituted against the Company, Ayala or their respective directors; possible disruptions from the proposed transaction that could harm our and/or Ayala's respective businesses; the Company's ability to grow and successfully execute on its business plan, including the development and commercialization of its pipeline; changes in the applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; the risk that regulatory approvals for the Company's programs and product candidates are not obtained, are delayed or are subject to unanticipated conditions; the risk that pre-clinical data may not be predictive of clinical data; the risk that interim results of a clinical trial do not necessarily predict f

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1+ Asset Purchase Agreement dated February 5, 2024, by and between the Company and Ayala Pharmaceuticals, Inc. 10.1 Form of Ayala Pharmaceuticals, Inc. Support Agreement, dated February 5, 2024. 99.1 Joint Press Release of the Company and Ayala, dated February 6, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) + Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request. Certain confidential information contained in this document, marked by ***, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

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 : February 6, 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