UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39580

Immunome, Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0694340
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(610) 321-3700

(Registrant’s telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

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		IMNM		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 11,757,255 shares of the registrant’s common stock outstanding as of May 7, 2021.


		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	- Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	3
	- Condensed Statements of Operations for the Three Months Ended March 31, 2021 and 2020	4
	- Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 and 2020	5
	- Condensed Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	6
	- Notes to Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	26
Item 4.	Controls and Procedures.	26

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3.	Defaults Upon Senior Securities.	28
Item 4.	Mine Safety Disclosures.	28
Item 5.	Other Information.	28
Item 6.	Exhibits.	29

	SIGNATURES


	March 31, 2021		December 31, 2020
Assets
Current assets:
Cash	$	36,276	$	39,766
Prepaid expenses and other current assets		4,831		3,128
Total current assets		41,107		42,894
Property and equipment, net		1,386		1,531
Restricted cash		100		100
Total assets	$	42,593	$	44,525
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	366	$	366
Equipment loan payable		78		113
Accounts payable		2,958		1,187
Accrued expenses and other current liabilities		1,169		1,372
Total current liabilities		4,571		3,038
Long-term debt, net of current portion		134		134
Deferred rent		5		8
Total liabilities		4,710		3,180
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized at March 31, 2021 and December 31, 2020; 10,660,181 shares issued and outstanding at March 31, 2021; 10,634,245 shares issued and outstanding at December 31, 2020		1		1
Additional paid-in capital		96,174		95,738
Accumulated deficit		(58,292)		(54,394)
Total stockholders’ equity		37,883		41,345
Total liabilities and stockholders’ equity	$	42,593	$	44,525


	Three Months Ended March 31,
	2021		2020
Operating expenses:
Research and development	$	1,979	$	2,115
General and administrative		1,918		540
Total operating expenses		3,897		2,655
Loss from operations		(3,897)		(2,655)
Interest expense, net		(1)		(22)
Net loss	$	(3,898)	$	(2,677)
Per share information:
Net loss per share of common stock, basic and diluted	$	(0.37)	$	(2.44)
Weighted-average common shares outstanding, basic and diluted		10,640,870		1,099,270


	Stockholders’ equity
	Common stock			Additional
				paid-in		Accumulated
	Shares	Amount		capital		deficit		Total
Balance at January 1, 2021	10,634,245	$	1	$	95,738	$	(54,394)	$	41,345
Share-based compensation expense	—		—		325		—		325
Exercise of common stock warrants	11,666		—		105		—		105
Exercise of stock options	14,270		—		6		—		6
Net loss	—		—		—		(3,898)		(3,898)
Balance at March 31, 2021	10,660,181	$	1	$	96,174	$	(58,292)	$	37,883


	Convertible preferred stock			Stockholders’ deficit
	Series A			Common stock			Additional
							paid-in		Accumulated
	Shares	Amount		Shares	Amount		capital		deficit		Total
Balance at January 1, 2020	4,443,259	$	38,894	1,099,270	$	—	$	927	$	(36,557)	$	(35,630)
Sale of Series A convertible preferred stock	4,722		45	—		—		—		—		—
Share-based compensation expense	—		—	—		—		146		—		146
Net loss	—		—	—		—		—		(2,677)		(2,677)
Balance at March 31, 2020	4,447,981	$	38,939	1,099,270	$	—	$	1,073	$	(39,234)	$	(38,161)


(in thousands)	March 31, 2021		December 31, 2020
Deferred research obligations	$	667	$	—
Compensation and related benefits		255		845
Professional fees, contractors and other		247		527
	$	1,169	$	1,372


Year ending December 31,	Amount
2021 (represents remaining nine months in 2021)	$	80
Total		80
Less amounts representing interest		(2)
Total equipment loan payable	$	78


Years ending December 31,	Amount
2021 (represents remaining nine months in 2021)	$	366
2022		134
Total		500
Less current portion of long-term debt		(366)
Long-term debt, net of current portion	$	134


	Three Months Ended March 31,
In thousands)	2021		2020
General and administrative	$	171	$	99
Research and development		154		47
	$	325	$	146


				Weighted
		Weighted		average
		average		remaining
	Number of	exercise price		contractual
	shares	per share		term (years)
Outstanding at January 1, 2021	1,472,840	$	3.14	8.51
Granted	183,000	$	31.83
Forfeited	(5,501)	$	8.10
Exercised	(14,270)	$	0.39
Outstanding at March 31, 2021	1,636,069	$	6.36	8.42
Exercisable at March 31, 2021	480,790	$	1.42	7.70
Vested or expected to vest at March 31, 2021	1,636,069	$	6.36	8.42


	Three Months Ended March 31,
	2021			2020
Expected volatility		83.5	%		80.0	%
Risk-free interest rate		1.1	%		0.8	%
Expected term (in years)		6.1			5.6
Expected dividend yield		—			—
Fair value of common stock	$	31.83		$	1.62

SEC Form 10-Q filed by Immunome, Inc.