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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
September 2, 2022 

 

 

Immunome, Inc.

(Exact name of registrant as specified in its charter) 

 

 

Delaware   001-39580   77-0694340
(state or other jurisdiction
of incorporation)		   (Commission
File Number) 		   (I.R.S. Employer
Identification No.)

 

665 Stockton Drive, Suite 300
Exton, Pennsylvania		   19341
(Address of principal executive offices)     (Zip Code)

 

Registrant’s telephone number, including area code: (610) 321-3700

 

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange
on which registered
Common Stock, $0.0001 par value per share   IMNM   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 26, 2021, Immunome, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain holders (the “Holders”) pursuant to which the Company issued series B warrants to purchase shares of the Company’s common stock (the “Series B Warrants”). By letter dated September 2, 2022 (the “Letter”), at any time prior to the expiration date of the Series B Warrants, the Company is permitting the Holders of the Series B Warrants to exercise the Series B Warrants at an exercise price of $10.00 per share (reduced from the previous exercise price of $45.00 per share), subject to adjustment as set forth in the Series B Warrants, and is eliminating the provision permitting the Company to redeem the Series B Warrants if the closing price of shares of the Company’s common stock exceeds $55.00 per share for any 20 trading days during any 30 trading day period. The Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the terms of the Letter are qualified in their entirety by reference to such exhibits.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  

 

Exhibit
Number		   Description
10.1   Letter to Holders of Series B Warrants to Purchase Shares of Common Stock
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 hereunto duly authorized.

 

  Immunome, Inc.
       
Date: September 2, 2022 By:   /s/ Purnanand D. Sarma, Ph.D.
      Name: Purnanand D. Sarma, Ph.D.
      Title: President and Chief Executive Officer

 

 

Exhibit 10.1

 

 

September 2, 2022

 

Re:Series B Warrants to Purchase Shares of Common Stock dated as of April 28, 2021

 

Dear Warrant Holder:

 

Immunome, Inc. (the “Company”) previously issued certain Series B Warrants (the “Series B Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) pursuant to a Securities Purchase Agreement dated April 26, 2021 by and among the Company and the purchasers identified on the signature pages thereto. Capitalized terms used but not defined in this notice have the respective meanings given to them in the Series B Warrants.

 

The purpose of this notice is to inform each holder of a Series B Warrant of the following changes to the Warrants, effective from and after the date of this notice:

 

1.           At any time prior to the Expiration Date of the Series B Warrants, the Company will permit the exercise of the Series B Warrants at the Exercise Price of $10.00 per share (the adjustment provisions included in the Warrants will continue to govern in accordance with their terms) in lieu of the current Exercise Price of $45.00 per share.

 

2.           The Company will not exercise its “call” rights included in Section 1(c) of the Warrants, and therefore Section 1(c) of the Warrants is hereby removed.

 

Except for the matters set forth in this notice, all other terms of the Series B Warrants shall remain unchanged and in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this notice to be executed by its duly authorized representative.

 

  IMMUNOME, INC.

 

  By: /s/ Purnanand D. Sarma, Ph.D.
    Name: Purnanand Sarma, PhD
    Title: Chief Executive Officer

 

Immunome, Inc. | 665 Stockton Drive | Suite 300 | Exton, PA 19341