Form 8-K - Current report

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): January 21, 2025

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)		(IRS Employer Identification No.)

18702 N. Creek Parkway, Suite 100 Bothell, WA		98011
(Address of principal executive offices)		(Zip Code)

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

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:

	¨	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(s)		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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2025, Max Rosett, Chief Financial Officer of Immunome, Inc. (the “Company”), accepted a relocation package that incentivizes him to move to the Bothell, Washington area (the “Relocation Package”). Pursuant to the Relocation Package, the Company will pay Mr. Rosett a one-time $100,000 cash relocation bonus within 10 days of his acceptance of the Relocation Package, subject to repayment if he does not complete his relocation by January 21, 2026 or if he does not remain employed with the Company for 90 days after his relocation. Additionally, upon signing an agreement to purchase a primary residence in the Bothell, Washington area, Mr. Rosett will also be entitled to receive a one-time $300,000 cash bonus (the “Housing Bonus”), subject to a pro-rata repayment obligation if Mr. Rosett does not remain employed by the Company for the three year-period after his receipt of the Housing Bonus. The repayment obligations do not apply if Mr. Rosett resigns for good reason or is terminated without cause (as defined in his employment offer letter).

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibit Number	Descriptions

10.1	Relocation Offer Letter dated January 20, 2025, by and between the Company and Max Rosett.

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 thereunto duly authorized.

	IMMUNOME, INC.

Date: January 23, 2025	By:	/s/ Clay Siegall
		Clay Siegall, Ph.D.
		President and Chief Executive Officer

Exhibit 10.1

January 20, 2025

Max Rosett
Mrosett@immunome.com

Re: Relocation Package

Dear Max:

Congratulations! In recognition of your continued hard work, dedication and loyalty to the success of Immunome, Inc. (the “Company”), the Company is pleased to offer you the relocation package described below. Capitalized terms used but not defined in this letter have the respective meanings given to them in the Amended and Restated Offer Letter by and between you and the Company dated November 30, 2023 (as amended, the “Offer Letter”).

(a)            Relocation Payment. Subject to your completed relocation to the Bothell, Washington area within one year from the date of this letter, you will be eligible for a one-time relocation payment of $100,000 (the “Relocation Payment”), less applicable withholdings and deductions. The Relocation Payment will be paid to you as an advance, prior to it becoming earned, within ten (10) days following your acceptance of this letter agreement, and subject to your continued employment with the Company through such payment date; provided, however, that you will not earn the Relocation Payment unless you remain continuously employed with the Company through and until the ninetieth (90^th) day following your completed relocation. If, prior to earning the Relocation Payment, your employment with the Company ends for any reason other than due to a termination by the Company without Cause or a resignation by you for Good Reason, you shall be required to immediately repay the Company the full gross amount of the Relocation Payment previously paid to you.

(b)            Housing Bonus. The Company shall pay you a one-time cash payment in the amount of $300,000 (the “Housing Bonus”), less applicable withholdings and deductions, within fifteen (15) business days of your written notification (the “Notification”) to the Company of your intention to sign an agreement to purchase your primary residence in the Bothell, Washington area (the “Primary Residence”), and subject to your continued employment with the Company through such payment date; the Notification must identify the Primary Residence and include all information as reasonably requested by the Company to verify such intention. In the event you do not close escrow on the Primary Residence (the “Closing”) within one year of the Notification, you will be required to repay the full gross amount of the Housing Bonus within thirty (30) days thereafter. In addition, the Housing Bonus shall be subject to a pro rata right of repayment in favor of the Company in the event you are terminated for Cause or you resign without Good Reason, which will lapse as to 1/3^rd annually over a three-year period, measured from the date of the Closing (such three- year period, the “Repayment Period”). Notwithstanding the foregoing, in the event the Company implements a winddown of its lab facilities in the Bothell, Washington area that results in fewer than ten (10) employees employed at such lab facilities prior to the end of the Repayment Period, the Housing Bonus will not be subject to repayment, and you will be entitled to keep the entire amount.

All other employee benefits will remain the same, as provided in the Amended and Restated Offer Letter by and between you and the Company dated November 30, 2023 (the “Offer Letter”). Additionally, your employment will remain at-will and continue to be subject to the Offer Letter, Company rules and policies, and the terms of the Employee Confidential Information and Inventions Assignment Agreement, to which you previously agreed. Of course, the Company continues to reserve the right to change your position, duties and work location from time to time in its discretion subject to the terms of the Offer Letter.

Please sign and date this letter to accept the change in employment terms provided above. Congratulations again and thank you for your continued hard work and dedication to the Company.

	Sincerely,

	Immunome, Inc.

	By:	/s/ Clay Siegall
		Clay Siegall, Ph.D.
		Chief Executive Officer

Acknowledged and accepted:

/s/ Max Rosett
Max Rosett

Date:	January 21, 2025

Page 2

Cover	Jan. 21, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 21, 2025
Entity File Number	001-39580
Entity Registrant Name	Immunome Inc.
Entity Central Index Key	0001472012
Entity Tax Identification Number	77-0694340
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18702 N. Creek Parkway, Suite 100
Entity Address, City or Town	Bothell
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98011
City Area Code	610
Local Phone Number	321-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IMNM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false