Immunome Inc. Files 8-K: Material Agreement, Asset Deal, Equity Sales

TL;DR

Immunome Inc. filed an 8-K detailing a material agreement, asset deal, and equity sales.

AI Summary

Immunome, Inc. announced on March 25, 2024, that it has entered into a material definitive agreement. The company also reported the completion of an acquisition or disposition of assets and disclosed unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Immunome, Inc., including a material definitive agreement and asset transactions, which could impact its strategic direction and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset transactions, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Immunome, Inc. (company) — Registrant
• March 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share IMNM The Nasdaq
• $142 million — bligated to pay BMS up to approximately $142 million in the aggregate upon the achievement o
• $50 million — ment or regulatory milestones and up to $50 million in the aggregate upon the achievement o
• $20.0 million — e (i) paid an upfront purchase price of $20.0 million in cash to Ayala, less certain adjustme
• $37.5 million — d assets . Immunome may pay Ayala up to $37.5 million after the Asset Purchase Closing upon t

Filing Documents

• tm249326d1_8k.htm (8-K) — 48KB
• tm249326d1_ex10-1.htm (EX-10.1) — 387KB
• tm249326d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-24-038744.txt ( ) — 711KB
• immu-20240325.xsd (EX-101.SCH) — 3KB
• immu-20240325_lab.xml (EX-101.LAB) — 33KB
• immu-20240325_pre.xml (EX-101.PRE) — 22KB
• tm249326d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement Ayala previously entered into a material license agreement with Bristol-Myers Squibb Company with the respect to AL101 and AL102, which Ayala assigned to Immunome in connection with the closing of the Asset Purchase. The license agreement is summarized below. License Agreement with Bristol-Myers Squibb Company In November 2017, Ayala entered into a License Agreement with Bristol-Myers Squibb Company ("BMS"), as amended by that certain First Amendment to License Agreement dated as of May 4, 2020 (the "BMS License"). Under the BMS License, BMS has granted Immunome a worldwide, non-transferable, exclusive, sublicensable license under certain patent rights and know-how controlled by BMS to research, discover, develop, make, have made, use, sell, offer to sell, export, import and commercialize AL101 and AL102 (the "BMS Licensed Compounds") and products containing AL101 or AL102 (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, Immunome is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product. Immunome has sole responsibility for, and bear the cost of, conducting research and development and preparing all regulatory filings and related submissions with respect to the BMS Licensed Compounds and/or BMS Licensed Products. Ayala has assigned and transferred all INDs for the BMS Licensed Compounds originally assigned by BMS to Ayala. Immunome 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. Immunome has sole responsibility for, and bear the cost of, commercializing BMS Licensed Products. For a limited period of time, Im

01

Item 2.01 Completion of Acquisition or Disposition of Assets Pursuant to the terms of the Asset Purchase Agreement, Immunome (i) paid an upfront purchase price of $20.0 million in cash to Ayala, less certain adjustments, (ii) issued Ayala 2 ,175,489 shares of Immunome's common stock (the "Shares"), (iii) assumed specified liabilities from Ayala, and (iv) reimbursed Ayala for certain costs incurred by Ayala associated with the purchased assets . Immunome may pay Ayala up to $37.5 million after the Asset Purchase Closing upon the achievement of certain development and commercial milestones. The foregoing description of the Asset Purchase Agreement does not constitute a complete summary of the terms of the Asset Purchase Agreement, and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which was attached to the Current Report on Form 8-K filed by Immunome on February 6, 2024, and is incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. As disclosed in Item 2.01 above, pursuant to the Asset Purchase Agreement, at the Asset Purchase Closing, Immunome issued the Shares to Ayala. The securities issued to Ayala were sold in reliance on the exemption from registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

01

Item 7.01 Regulation FD Disclosure. On March 26, 2024, Immunome issued a press release regarding the Asset Purchase Closing, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information or Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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 Immunome's expectations, intentions or strategies regarding the future, including the achievement of milestone payments, if any. 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 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 potential benefit of the transaction and whether Immunome will realize the intended value from the transaction, if at all; possible disruptions to Immunome's business from the transaction that could harm its businesses; Immunome's ability to grow and successfully execute on its business plan, including the development and commercialization of its pipeline; the changes in the applicable laws or regulations; the possibility that Immunome may be adversely affected by other economic, business, and/or competitive factors; the risk that regulatory approvals for Immunome's programs and product candidates are not obtained, are delayed or are of a clinical trial do not necessarily predict final results; potential delays in the commencement, enrollment and completion of clinical trials

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Asset Purchase Agreement dated February 5, 2024, by and between Immunome, Inc. and Ayala Pharmaceuticals, Inc. (incorporated by reference from Exhibit 2.1 to Immunome's Current Report on Form 8-K filed with the SEC on February 6, 2024) . 10.1 License Agreement dated November 29, 2017, by and between Immunome, Inc. (as assignee) and Bristol-Myers Squibb Company, as amended. 99.1 Press Release dated March 26, 2024, regarding the closing of the Asset Purchase. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 26, 2024 Immunome, Inc. By: /s/ Clay Siegall Name: Clay Siegall, Ph.D. Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR