--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-106592" form_type: "8-K" ticker: "IMNM" cik: "0001472012" company_name: "Immunome Inc." filed_at: "2023-10-04T23:59:59+00:00" generated_at: "2026-06-10T04:44:08.441047+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Immunome completes merger with Morphimmune, raises $125M PIPE, appoints Clay Siegall as CEO ## Summary - Merger closed Oct 2, 2023: Morphimmune stockholders received 0.3042 shares per share; 8.84M shares issued. - Concurrent PIPE financing of ~$125M at $5.75/share; PIPE investors own 50.7% of post-merger company. - Prior Immunome stockholders own ~28.6%, prior Morphimmune ~20.7%. - New board of five directors; Clay Siegall (ex-Seagen CEO) appointed CEO, President, Chairman. - Material license agreement with Purdue: upfront $200k, milestones up to $3.75M, low single-digit royalties. ## SEC filing metadata - accession: 0001104659-23-106592 - form_type: 8-K - ticker: IMNM - cik: 0001472012 - company_name: Immunome Inc. - filed_at: 2023-10-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 1.01, 3.02, 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/tm2327438d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-106592 - JSON: https://secwatch.observer/filing/0001104659-23-106592.json - Plain text: https://secwatch.observer/filing/0001104659-23-106592.txt ## Key facts - Executive change Max Rosett was appointed as Senior Vice President, Operations at Immunome Inc.. - Action: appointed - Role: Senior Vice President, Operations source text: Max Rosett 33 Senior Vice President, Operations evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Michael Rapoport resigned as Director at Immunome Inc.. - Action: resigned - Role: Director source text: each of Michael Rapoport, Richard Baron, John LaMattina, Ph.D., and Michael Lefenfeld resigned from Immunome’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change James Boylan was appointed as Director at Immunome Inc.. - Action: appointed - Role: Director source text: James Boylan 56 Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Michael Lefenfeld resigned as Director at Immunome Inc.. - Action: resigned - Role: Director source text: each of Michael Rapoport, Richard Baron, John LaMattina, Ph.D., and Michael Lefenfeld resigned from Immunome’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Philip Wagenheim was appointed as Director at Immunome Inc.. - Action: appointed - Role: Director source text: Philip Wagenheim 52 Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Franklyn Prendergast, M.D., Ph.D. was appointed as Director at Immunome Inc.. - Action: appointed - Role: Director source text: Franklyn Prendergast, M.D., Ph.D. 78 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Richard Baron resigned as Director at Immunome Inc.. - Action: resigned - Role: Director source text: each of Michael Rapoport, Richard Baron, John LaMattina, Ph.D., and Michael Lefenfeld resigned from Immunome’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Corleen Roche was appointed as Chief Financial Officer at Immunome Inc.. - Action: appointed - Role: Chief Financial Officer source text: Corleen Roche 57 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Jack Higgins, Ph.D. was appointed as Chief Scientific Officer at Immunome Inc.. - Action: appointed - Role: Chief Scientific Officer source text: Jack Higgins, Ph.D. 44 Chief Scientific Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Sandra Stoneman was appointed as Chief Legal Officer and General Counsel at Immunome Inc.. - Action: appointed - Role: Chief Legal Officer and General Counsel source text: Sandra Stoneman 51 Chief Legal Officer and General Counsel evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Matthew Robinson, Ph.D. was appointed as Chief Discovery Officer, Biology at Immunome Inc.. - Action: appointed - Role: Chief Discovery Officer, Biology source text: Matthew Robinson, Ph.D. 54 Chief Discovery Officer, Biology evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Clay Siegall, Ph.D. was appointed as Chief Executive Officer, President, Chairman of the Board and Class I Director at Immunome Inc.. - Action: appointed - Role: Chief Executive Officer, President, Chairman of the Board and Class I Director source text: Clay Siegall, Ph.D. 63 Chief Executive Officer, President, Chairman of the Board and Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Purnanand D. Sarma, Ph.D. resigned as Director and Officer at Immunome Inc.. - Action: resigned - Role: Director and Officer source text: Purnanand D. Sarma, Ph.D. resigned from Immunome’s board of directors and any respective committee membership of Immunome’s board of directors, and resigned as an officer and employee of Immunome evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Isaac Barchas was appointed as Director at Immunome Inc.. - Action: appointed - Role: Director source text: Non-Employee Directors Isaac Barchas 56 Class II Director and Lead Independent Director evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Dennis Giesing, Ph.D. was terminated as Chief Development Officer at Immunome Inc.. - Action: terminated - Role: Chief Development Officer source text: Dennis Giesing, Ph.D., Immunome’s former Chief Development Officer, was terminated as an officer and employee of Immunome effective as of the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change John LaMattina, Ph.D. resigned as Director at Immunome Inc.. - Action: resigned - Role: Director source text: each of Michael Rapoport, Richard Baron, John LaMattina, Ph.D., and Michael Lefenfeld resigned from Immunome’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Executive change Bruce Turner, M.D., Ph.D. was appointed as Chief Strategy Officer at Immunome Inc.. - Action: appointed - Role: Chief Strategy Officer source text: Bruce Turner, M.D., Ph.D. 60 Chief Strategy Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Governance Changes Immunome Inc.: Officer Exculpation Amendment to Immunome's amended and restated certificate of incorporation allowing exculpation of executive officers for certain breaches of fiduciary duty (effective 2023-10-02). - Change: charter amendment - Effective: 2023-10-02 source text: On October 2, 2023, in connection with the transactions contemplated by the Merger Agreement and following the Special Meeting, Immunome filed certificates of amendment to its Amended and Restated Certificate of Incorporation (the "Immunome Charter") (i) allowing for the exculpation of executive officers for certain breaches of fiduciary duty (the "Officer Exculpation Amendment") and (ii) increasing the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (the "Authorized Share Amendment"). evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Governance Changes Immunome Inc.: Authorized Share Amendment to increase the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (effective 2023-10-02). - Change: charter amendment - Effective: 2023-10-02 source text: On October 2, 2023, in connection with the transactions contemplated by the Merger Agreement and following the Special Meeting, Immunome filed certificates of amendment to its Amended and Restated Certificate of Incorporation (the "Immunome Charter") (i) allowing for the exculpation of executive officers for certain breaches of fiduciary duty (the "Officer Exculpation Amendment") and (ii) increasing the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (the "Authorized Share Amendment"). evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - M&A Transactions Immunome Inc. underwent a change of control involving Morphimmune Inc. (closed 2023-10-02). - Action: change of control - Counterparty: Morphimmune Inc. - Closing: 2023-10-02 source text: On October 2, 2023, Immunome, Merger Sub and Morphimmune consummated the transactions contemplated by the Merger Agreement following a special meeting of Immunome’s stockholders on September 29, 2023 (the “Special Meeting”). evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Shareholder Votes Immunome Inc. shareholders approved To approve an amendment to the Immunome 2020 Equity Incentive Plan to increase the total number of shares of Immunome common stock currently available for issuance under the 2020 Plan by 2,955,280 shares at the 2023-09-29 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-09-29 source text: Proposal 2. To approve an amendment to the Immunome 2020 Equity Incentive Plan to increase the total number of shares of Immunome common stock currently available for issuance under the 2020 Plan by 2,955,280 shares: 6,051,180 For 1,534,559 Against 6,860 Abstain 2,095,419 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Shareholder Votes Immunome Inc. shareholders approved To approve an amendment to the Immunome amended and restated certificate of incorporation to increase the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 at the 2023-09-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-29 source text: Proposal 4. To approve an amendment to the Immunome amended and restated certificate of incorporation to increase the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000: 9,405,265 For 267,373 Against 15,380 Abstain 0 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Shareholder Votes Immunome Inc. shareholders approved To approve a postponement or adjournment of the Immunome special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal at the 2023-09-29 meeting. - Outcome: passed - Meeting: 2023-09-29 source text: Proposal 5. To approve a postponement or adjournment of the Immunome special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal: 9,399,410 For 279,244 Against 9,364 Abstain 0 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Shareholder Votes Immunome Inc. shareholders approved To approve the issuance of shares of Immunome capital stock pursuant to the Merger, which will represent more than 20% of the shares of Immunome common stock outstanding immediately prior to the Merger, pursuant to Rule 5635(a) of the Nasdaq Stock Market LLC (the 'Stock Issuance Proposal') at the 2023-09-29 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-29 source text: Proposal 1. To approve the issuance of shares of Immunome capital stock pursuant to the Merger, which will represent more than 20% of the shares of Immunome common stock outstanding immediately prior to the Merger, pursuant to Rule 5635(a) of the Nasdaq Stock Market LLC (the “Stock Issuance Proposal”): 7,564,893 For 26,190 Against 1,516 Abstain 2,095,419 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm - Shareholder Votes Immunome Inc. shareholders approved To approve an amendment to the Immunome amended and restated certificate of incorporation to provide for the exculpation of officers at the 2023-09-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-29 source text: Proposal 3. To approve an amendment to the Immunome amended and restated certificate of incorporation to provide for the exculpation of officers: 7,472,296 For 108,915 Against 11,388 Abstain 2,095,419 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1472012/000110465923106592/0001104659-23-106592-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.