Immunome Inc. Reports Material Agreements & Asset Changes

TL;DR

Immunome's 8-K shows asset deals, equity sales, and agreement changes as of Oct 25.

AI Summary

Immunome, Inc. filed an 8-K on October 29, 2024, reporting events as of October 25, 2024. The filing indicates the entry into and termination of material definitive agreements, completion of an acquisition or disposition of assets, and unregistered sales of equity securities. Specific details regarding these events, including names, dollar amounts, and precise dates of transactions, are not fully elaborated in the provided text but are indicated as being reported.

Why It Matters

This filing signals significant corporate actions by Immunome Inc., including potential acquisitions or divestitures and equity transactions, which could impact its business strategy and financial standing.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, terminations, asset acquisitions/dispositions, and unregistered equity sales, indicating significant corporate activity that could carry inherent risks.

Key Players & Entities

• Immunome, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• October 25, 2024 (date) — Earliest event reported
• October 29, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share IMNM The Nasdaq
• $5,000,000 — d to pay Zentalis a one-time payment of $5,000,000 in cash upon the achievement of a devel

Filing Documents

• tm2426946d1_8k.htm (8-K) — 42KB
• tm2426946d1_ex2-1.htm (EX-2.1) — 214KB
• tm2426946d1_ex4-1.htm (EX-4.1) — 159KB
• 0001104659-24-112053.txt ( ) — 678KB
• immu-20241025.xsd (EX-101.SCH) — 3KB
• immu-20241025_lab.xml (EX-101.LAB) — 33KB
• immu-20241025_pre.xml (EX-101.PRE) — 22KB
• tm2426946d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on January 5, 2024 Immunome, Inc. (the "Company") and Zentalis Pharmaceuticals, Inc. ("Zentalis") entered into a license agreement (as amended, the "License Agreement"), pursuant to which the Company received an exclusive, worldwide, royalty-bearing sublicensable license under certain intellectual property relating to Zentalis' antibody-drug conjugate ("ADC") platform technology, ROR1 antibodies and ADCs targeting ROR1 (collectively, the "Licensed Assets") and were transferred certain licenses to third party intellectual property rights related thereto. On October 25, 2024, the Company, Zentalis and Zeno Management, Inc., a wholly owned subsidiary of Zentalis, entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company purchased the Licensed Assets, together with all the customary rights and obligations of a sole owner (the "Asset Purchase"). Under the Purchase Agreement, in consideration of the Asset Purchase, the Company issued to Zentalis 1,805,502 shares of Company common stock (the "Shares"), described below under Stock Issuance Agreement . The Company is also obligated to pay Zentalis a one-time payment of $5,000,000 in cash upon the achievement of a developmental milestone (that was previously a milestone in the License Agreement). The Company has agreed to use commercially reasonable efforts to achieve the developmental milestone. The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions by each of Zentalis and the Company in favor of one another. Upon the closing of the Asset Purchase, the License Agreement automatically terminated in its entirety, including the termination of all of the Company's contingent milestone and royalty payment obligations. However, certain accrued rights and obligations of the parties under the License Agreemen

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01 Completion of Acquisition or

Item 2.01 Completion of Acquisition or Disposition of Assets The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities See the description set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Stock Issuance Agreement, which is incorporated by reference into this Item 3.02. 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 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 of the Asset Purchase. In some cases, these statements include words like: "may," "could," "potential," "will," 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 risk the Company may not realize any or all of the anticipated benefits of the Asset Purchase; whether the Company will achieve the development milestone; the potential for stockholder litigation arising from or related to the Asset Purchase; 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 complexity of numerous regulatory and legal requirements that Immunome needs to comply with to operate its business; the reliance on the Company's management; the prior experience and successes of the Company's management team not being indicative of any future success; uncertainties

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1*+ Asset Purchase Agreement dated October 25, 2024, by and among the Company, Zentalis Pharmaceuticals, Inc. and Zeno Management, Inc. 4.1 Stock Issuance Agreement dated October 25, 2024, by and between the Company and Zentalis Pharmaceuticals, Inc. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Schedules and exhibits to the Agreement have been omitted pursuant to 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 upon request. + Certain portions of this exhibit are omitted because they are not material and would likely cause competitive harm to the Company if publicly disclosed.

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: October 29, 2024 By: /s/ Clay Siegall Clay Siegall, Ph.D. President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR