Immunome pays $20M plus shares for BMS patent rights

Immunome has no milestone, royalty or other payment obligations to BMS under the License Agreement or its amendment.

Rhea-AI Filing Summary

Immunome, Inc. (IMNM) amended its license agreement with Bristol-Myers Squibb Company (BMS) on October 2, 2026. In exchange for $20.0 million in cash and 4,425,487 common shares, Immunome obtained patent rights related to varegacestat (formerly AL102) and AL101, previously licensed under the agreement. The amendment removes milestone and royalty payments; after paying the consideration, Immunome has no milestone, royalty or other payment obligations to BMS under the agreement or amendment.

Under a concurrent stock issuance agreement, Immunome agreed to use commercially reasonable efforts to file a resale registration statement registering the shares for resale by BMS by November 16, 2026. It also agreed to cause the statement to be declared effective as soon as practicable, no later than 60 calendar days after filing or 5 business days after notice that the SEC will not review the statement or that it will not be subject to further review.

Filing Explained

The 4,425,487 shares issued to BMS are not registered; BMS may not offer or sell them in the United States without an effective registration statement or an applicable exemption, so the agreed resale-registration process is a later step, not evidence that registration is already effective.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration: $20.0 million Common shares issued: 4,425,487 shares Resale registration filing deadline: November 16, 2026 +2 more

5 metrics

Cash consideration $20.0 million Paid to BMS for the amendment

Common shares issued 4,425,487 shares Issued to BMS as partial consideration

Resale registration filing deadline November 16, 2026 Deadline under the commercially reasonable efforts commitment

Registration effectiveness period 60 calendar days after filing Outside limit stated in the agreement, subject to the SEC review notice alternative

SEC review notice alternative 5 business days Alternative deadline after notice that the SEC will not review the statement or that it will not be subject to further review

Key Terms

commercially reasonable efforts, resale registration statement, Section 4(a)(2)

3 terms

commercially reasonable efforts regulatory

"use its commercially reasonable efforts"

resale registration statement regulatory

"file a resale registration statement"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) regulatory

"exemption from the registration requirements provided in Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Immunome (IMNM) pay BMS for the amendment?

Immunome paid BMS $20.0 million in cash and issued 4,425,487 shares of common stock as consideration for the amendment.

What is Immunome's (IMNM) timeline for registering BMS's shares for resale?

Immunome agreed to use commercially reasonable efforts to file a resale registration statement for the shares by November 16, 2026. It agreed to cause the statement to be declared effective as soon as practicable, no later than 60 calendar days after filing or 5 business days after notice that the SEC will not review it or that it will not be subject to further review.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 08:30 AM Accepted by SEC EDGAR 10/05/2026 - 08:30 AM Learn about SEC filing dates

Immunome Inc. NASDAQ false 0001472012 0001472012 2026-10-02 2026-10-02

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): October 2, 2026

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, Washington				98011
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (425) 939-7410

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 ☐

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.

Amendment to License Agreement

On October 2, 2026, Immunome, Inc. (the “Company”) entered into Amendment No. 4 to License Agreement (the “Amendment”) with Bristol-Myers Squibb Company (“BMS”) to further amend the License Agreement, by and between BMS and the Company (as assignee of Ayala Pharmaceuticals, Inc.), dated as of November 29, 2017 (as amended, the “License Agreement”). The Amendment removes the Company’s obligation to make any milestone and royalty payments under the License Agreement and assigns to the Company patent rights related to varegacestat (formerly AL102) and AL101 that were previously licensed to the Company under the License Agreement.

As consideration for the Amendment, the Company paid BMS $20.0 million in cash and issued 4,425,487 shares of the Company’s common stock (collectively, the “Amendment Consideration”). Following payment of the Amendment Consideration, the Company has no milestone, royalty or other payment obligations to BMS under the License Agreement or the Amendment.

Stock Issuance Agreement

Concurrently with the execution of the Amendment, the Company entered into a stock issuance agreement (the “Stock Issuance Agreement”) with BMS, pursuant to which the Company issued 4,425,487 shares of the Company’s common stock (the “Shares”), as partial consideration for entering into the Amendment.

The Company has agreed to use its commercially reasonable efforts to (x) file a resale registration statement with the Securities and Exchange Commission (the “SEC”) registering the Shares for resale by November 16, 2026 and (y) cause such resale registration statement to be declared effective as soon as practicable after the filing thereof but no later than 60 calendar days after the filing thereof or by 5 business days from when the Company is notified that the SEC will not review the resale registration statement or that it will not be subject to further review.

The Company has also agreed to, among other things, indemnify BMS, its affiliates, partners, members, officers, directors, agents and representatives from certain liabilities and pay all fees and expenses (excluding any legal fees of BMS, and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Stock Issuance Agreement.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the License Agreement, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 26, 2024, the Amendment No. 2 to License Agreement, dated August 7, 2024, a copy of which was filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 13, 2024, and Amendment No. 3 to License Agreement, dated March 27, 2026, a copy of which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 12, 2026. Additionally, the foregoing summary of the Stock Issuance Agreement is not complete and is qualified in its entirety by reference to the Stock Issuance Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

See the description set forth under Item 1.01 above with respect to the Stock Issuance Agreement, which is incorporated into this Item 3.02 by reference. The Shares are being issued to BMS pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act of 1933, as amended (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.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit Number		Description
4.1		Stock Issuance Agreement dated October 2, 2026, by and between the Company and Bristol-Myers Squibb Company
10.1*+		Amendment No. 4 to License Agreement dated October 2, 2026, by and between the Company and Bristol-Myers Squibb Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain information in this exhibit is omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

+ Schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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 5, 2026				By:		/s/ Clay Siegall
						Clay Siegall, Ph.D.
						President and Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 27.7 KB

Other Documents

• EX-4.1 EX-4.1 106.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB