Item 8.01 Other Events.
Follow-On Public Offering
On December 16, 2025, Immunome, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Goldman Sachs & Co. LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 18,625,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The price to the public in the offering was $21.50 per share. All of the shares of Common Stock are being sold by the Company. The gross proceeds to the Company from the offering will be approximately $400 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The closing of the offering is expected to occur on December 18, 2025, subject to the satisfaction of customary closing conditions. In addition, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 2,793,750 additional shares of Common Stock at the public offering price, less the underwriting discounts and commissions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-277036) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2024 and automatically became effective upon filing, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares of Common Stock in the offering is attached as Exhibit 5.1 hereto.
On December 15, 2025, the Company issued a press release announcing that it had commenced the offering. On December 16, 2025, the Company issued a press release announcing that it had priced the offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2 hereto, respectively.
Forward Looking Statements
Certain statements contained in this report regarding the Company’s expectations regarding the offering are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the Company’s expectations regarding the market conditions, the satisfaction of customary closing conditions related to the offering and the Company’s ability to complete the offering. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the offering filed with the SEC. All forward-looking statements contained in this report speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
