IMNM 8-K
Immunome Inc. (IMNM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | ||
| The |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 25, 2024 (the “Appointment Date”), the Board of Directors (the “Board”) of Immunome, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Sandra Swain, M.D. as a Class III director of the Company, with a term of office expiring at the 2026 annual meeting of stockholders. Additionally, Dr. Swain has been appointed as a member of the Audit Committee of the Board (the “Audit Committee”) effective as of the Appointment Date. There are no arrangements or understandings between Dr. Swain and any other person pursuant to which Dr. Swain was selected as a director. In addition, there are no transactions in which Dr. Swain has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”) approved by the Compensation Committee of the Board on October 27, 2023, Dr. Swain (x) will receive (i) an annual cash retainer of $40,000 for service as a member of the Board and (ii) an annual cash retainer of $7,500 for service as a member of the Audit Committee, and (y) was granted on the effective date of her appointment an option to purchase shares of common stock with an aggregate Black-Scholes option value of $270,000, which vests quarterly over a three-year period from the date of grant. The Compensation Policy also provides for further automatic annual option grants to purchase shares of common stock with an aggregate Black-Scholes option value of $135,000 on the date of each annual meeting of stockholders, which will vest in equal quarterly installments over the 12 months following the date of grant. Each of the option grants described above will vest in full in the event of a change in control (as defined in the Company’s 2020 Equity Incentive Plan, as amended) provided Dr. Swain remains in continuous service with the Company as of immediately prior to such change in control. Dr. Swain will enter into the Company’s standard form of Indemnity Agreement for directors of the Company.
In connection with Dr. Swain’s appointment to the Audit Committee, Isaac Barchas stepped down as a member of the Audit Committee. The Audit Committee is now composed of Carol Schafer (Chair), Dr. Swain, and Jean-Jacques Bienaimé.
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: April 25, 2024 | By: | /s/ Max Rosett |
| Max Rosett | ||
| Interim Chief Financial Officer | ||