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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 September 30, 2025


☐	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.)

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

(425) 939‑7410

(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 91,710,277 shares of the registrant’s common stock outstanding as of November 3, 2025.

Table of Contents

TABLE OF CONTENTS



		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	- Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	- Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024	4
	- Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	5
	- Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	7
	- Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	31
Item 4.	Controls and Procedures.	31

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	32
Item 1A.	Risk Factors.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	85
Item 3.	Defaults Upon Senior Securities.	85
Item 4.	Mine and Safety Disclosures.	85
Item 5.	Other Information.	85
Item 6.	Exhibits.	86

	SIGNATURES

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

IMMUNOME, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	272,639		$	143,351
Marketable securities		—			73,952
Prepaid expenses and other current assets		7,285			4,036
Total current assets		279,924			221,339
Property and equipment, net		11,563			10,113
Operating right-of-use assets		3,125			4,278
Restricted cash		210			100
Other long-term assets		4,555			4,411
Total assets	$	299,377		$	240,241
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,147		$	14,189
Accrued expenses and other current liabilities		25,298			33,177
Deferred revenue, current		—			6,941
Total current liabilities		31,445			54,307
Operating lease liabilities, net of current portion		4,013			4,769
Total liabilities		35,458			59,076
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding at September 30, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized at September 30, 2025 and December 31, 2024; 91,706,948 and 64,460,829 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		9			6
Additional paid-in capital		922,174			696,872
Accumulated other comprehensive income		—			57
Accumulated deficit		(658,264	)		(515,770	)
Total stockholders’ equity		263,919			181,165
Total liabilities and stockholders’ equity	$	299,377		$	240,241

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

IMMUNOME, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Collaboration revenue	$	—		$	2,910		$	6,941		$	6,303
Operating expenses:
In-process research and development		—			6,706			—			124,972
Research and development		49,193			37,200			126,516			81,652
General and administrative		10,945			9,526			31,677			22,509
Total operating expenses		60,138			53,432			158,193			229,133
Loss from operations		(60,138	)		(50,522	)		(151,252	)		(222,830	)
Interest income		2,681			3,422			8,758			10,116
Net loss	$	(57,457	)	$	(47,100	)	$	(142,494	)	$	(212,714	)
Net loss per share, basic and diluted	$	(0.65	)	$	(0.78	)	$	(1.68	)	$	(3.72	)
Weighted-average shares outstanding, basic and diluted		87,957,868			60,205,327			84,824,298			57,239,668
Comprehensive loss:
Net loss	$	(57,457	)	$	(47,100	)	$	(142,494	)	$	(212,714	)
Unrealized gain (loss) on marketable securities		24			68			(57	)		48
Comprehensive loss	$	(57,433	)	$	(47,032	)	$	(142,551	)	$	(212,666	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

IMMUNOME, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at December 31, 2024		64,460,829	$	6	$	696,872	$	57		$	(515,770	)	$	181,165
Share-based compensation expense		—		—		5,703		—			—			5,703
Issuance of common stock for public offering, net of commissions and offering costs of $10,755		22,258,064		3		161,742		—			—			161,745
Exercise of stock options		236,962		—		213		—			—			213
Unrealized loss on marketable securities		—		—		—		(60	)		—			(60	)
Net loss		—		—		—		—			(41,640	)		(41,640	)
Balance at March 31, 2025		86,955,855		9		864,530		(3	)		(557,410	)		307,126
Share-based compensation expense		—		—		5,347		—			—			5,347
Exercise of stock options		56,980		—		215		—			—			215
Unrealized loss on marketable securities		—		—		—		(21	)		—			(21	)
Net loss		—		—		—		—			(43,397	)		(43,397	)
Balance at June 30, 2025		87,012,835		9		870,092		(24	)		(600,807	)		269,270
Share-based compensation expense		—		—		6,747		—			—			6,747
Issuance of common stock under ATM, net of $973 of issuance costs		4,625,156		—		44,924		—			—			44,924
Exercise of stock options		68,957		—		411		—			—			411
Unrealized gain on marketable securities		—		—		—		24			—			24
Net loss		—		—		—		—			(57,457	)		(57,457	)
Balance at September 30, 2025		91,706,948	$	9	$	922,174	$	—		$	(658,264	)	$	263,919

Table of Contents

IMMUNOME, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income			Deficit			Equity
Balance at December 31, 2023		43,251,778	$	4	$	342,663	$	22		$	(222,807	)	$	119,882
Share-based compensation expense		—		—		2,159		—			—			2,159
Issuance of common stock under Zentalis License Agreement		2,298,586		—		23,388		—			—			23,388
Issuance of common stock under the Ayala Asset Purchase Agreement		2,175,489		—		50,645		—			—			50,645
Issuance of common stock for public offering, net of commissions and offering costs of $14,592		11,500,000		2		215,408		—			—			215,410
Exercise of stock options		125,704		—		171		—			—			171
Exercise of common stock warrants		342,686		—		3,427		—			—			3,427
Unrealized loss on marketable securities		—		—		—		(18	)		—			(18	)
Net loss		—		—		—		—			(129,492	)		(129,492	)
Balance at March 31, 2024		59,694,243		6		637,861		4			(352,299	)		285,572
Share-based compensation expense		—		—		3,227		—			—			3,227
Exercise of stock options		289,041		—		859		—			—			859
Exercise of common stock warrants		30,371		—		304		—			—			304
Unrealized loss on marketable securities		—		—		—		(2	)		—			(2	)
Net loss		—		—		—		—			(36,122	)		(36,122	)
Balance at June 30, 2024		60,013,655		6		642,251		2			(388,421	)		253,838
Share-based compensation expense		—		—		4,892		—			—			4,892
Issuance of common stock in connection with BMS License Agreement Amendment		230,415		—		2,699		—			—			2,699
Exercise of stock options		177,992		—		509		—			—			509
Unrealized gain on marketable securities		—		—		—		68			—			68
Net loss		—		—		—		—			(47,100	)		(47,100	)
Balance at September 30, 2024		60,422,062	$	6	$	650,351	$	70		$	(435,521	)	$	214,906

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOME, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(142,494	)	$	(212,714	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,837			1,117
Amortization of right-of-use asset		342			390
Accretion of discounts on marketable securities		(2,839	)		(2,363	)
Share-based compensation expense		17,797			10,278
Loss on disposal of property and equipment		841			—
Charge for purchase of in-process research and development assets		—			124,972
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(3,447	)		2,269
Accounts payable		(6,887	)		256
Accrued expenses and other current liabilities		(1,167	)		13,507
Deferred revenue		(6,941	)		(6,303	)
Operating lease liabilities		(8	)		(143	)
Net cash used in operating activities		(142,966	)		(68,734	)
Cash flows from investing activities:
Purchases of in-process research and development assets		(6,246	)		(46,086	)
Purchases of marketable securities		(123,266	)		(112,688	)
Maturities of marketable securities		200,000			70,000
Purchases of property and equipment		(5,686	)		(6,047	)
Net cash provided by (used in) investing activities		64,802			(94,821	)
Cash flows from financing activities:
Proceeds from public offering		172,500			230,002
Proceeds from issuance of common stock under ATM		45,897			—
Payment of offering costs		(11,674	)		(14,828	)
Proceeds from exercise of stock options		839			1,539
Proceeds from exercise of common stock warrants		—			3,731
Net cash provided by financing activities		207,562			220,444
Net increase in cash and cash equivalents and restricted cash		129,398			56,889
Cash and cash equivalents and restricted cash at beginning of period		143,451			98,779
Cash and cash equivalents and restricted cash at end of period	$	272,849		$	155,668
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	272,639		$	155,568
Restricted cash		210			100
Total cash, cash equivalents, and restricted cash	$	272,849		$	155,668

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IMMUNOME, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities	$	1,248	$	541
Remeasurement of operating right-of-use asset and lease liability due to lease modification	$	811	$	—
Issuance of common stock in exchange for in-process research and development assets	$	—	$	76,732
Net liabilities assumed from purchases of in-process research and development assets	$	—	$	2,041
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,189
Purchase of in-process research and development assets in accounts payable and accrued expenses	$	—	$	113

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOME, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Nature of the business

Organization

Immunome, Inc., or the Company or Immunome, is a clinical-stage targeted oncology company committed to developing first-in-class and best-in-class targeted therapies designed to improve outcomes for cancer patients. Since its inception, the Company has devoted substantially all its resources to research and development, raising capital, building its management team, extending its intellectual property portfolio, and executing strategic partnerships and transactions. The Company is subject to risks and uncertainties common to companies in the biotechnology industry at Immunome's stage including, but not limited to, risks associated with research, development, and manufacturing activities, uncertain results of preclinical and clinical testing, development of new technological innovations and products by competitors, dependence on key personnel, partners and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of products and the ability to secure additional capital to fund operations.

Liquidity

The Company has incurred significant operating losses since inception and expects to continue to incur losses from operations for the foreseeable future as it pursues development of its therapeutic candidates and other programs. As of September 30, 2025, the Company had an accumulated deficit of $658.3 million, and cash and cash equivalents of $272.6 million. The Company has not generated any product revenue to date and does not expect to generate product revenue until it successfully completes development and obtains regulatory approval for at least one of its product candidates.

Through September 30, 2025, the Company has funded its operations primarily through sales of equity securities. The Company expects that its existing cash and cash equivalents at September 30, 2025 will be sufficient to fund its current and planned operating expenses and capital expenditures for at least 12 months from the filing date of this Quarterly Report on Form 10-Q. Beyond that date, the Company may need to raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements to achieve its longer-term business objectives.

2. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the accounting principles generally accepted in the United States, or GAAP, and following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2025, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2024 condensed consolidated balance sheet has been derived from the Company’s annual financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments that management believes to be necessary for a fair presentation of the Company’s financial information. Interim results are not necessarily indicative of results for a full year or any future interim period.

Principles of consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

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Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and the accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The Company’s significant accounting estimates include, but are not necessarily limited to, revenue recognition, the estimated fair value of share-based awards, accrued research and development expenses and the fair value of acquired in-process research and development assets.

Segment and geographic information

Operating segments are defined as components of an entity about which separate discrete information is available and regularly reviewed by the chief operating decision maker, or CODM, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The CODM views the Company’s operations and manages its business as one operating and reporting segment, which is the business of development of targeted oncology therapies exclusively in the United States.

Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains deposits in a financial institution in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at a financial institution that management believes to be of high credit quality and the Company has not experienced any losses on these deposits. Management also believes that the Company is not exposed to significant credit risk as it relates to marketable securities because the Company only invests in U.S government securities.

Restricted cash

Restricted cash represents collateral provided for letters of credit issued as a security deposit in connection with the Company’s leased facilities. Cash will be released from restriction upon termination of the associated lease and satisfaction of any applicable termination conditions. Restricted cash was $0.2 million and $0.1 million as of September 30, 2025 and December 31, 2024, respectively.

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, including the effect of dilutive securities.

As the Company was in a net loss position for the three and nine months ended September 30, 2025 and 2024, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive.

The following potentially dilutive securities have been excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive (on an as-converted basis):


	September 30,
	2025		2024
Stock options outstanding		15,695,808		11,451,856

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Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 and adopted interim requirements under ASU 2023-07 on January 1, 2025. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 11.

Recent accounting standards not yet adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company believes that the adoption of this ASU will not have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. This guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

3. Fair value measurement

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	September 30, 2025
	Level	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash equivalents:
Money market funds	1	$	271,596	$	—	$	—	$	271,596
Total financial assets		$	271,596	$	—	$	—	$	271,596

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	December 31, 2024
	Level	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash equivalents:
Money market funds	1	$	46,987	$	—	$	—	$	46,987
U.S. treasury securities	2		94,379		40		—		94,419
Marketable securities:
U.S. treasury securities	2		73,935		17		—		73,952
Total financial assets		$	215,301	$	57	$	—	$	215,358

4. Collaboration agreement with AbbVie

In January 2023, the Company entered into a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, pursuant to which AbbVie paid the Company a nonrefundable upfront payment of $30.0 million in exchange for the Company using its discovery platform to discover and validate targets derived from patients with three specified tumor types, and antibodies that bind to such targets, which may be the subject of further development and commercialization by AbbVie. Pursuant to the terms of the Collaboration Agreement, the Company granted AbbVie an exclusive option to purchase all rights to each novel target-antibody pair, or a Validated Target Pair or VTP, that the Company generates, up to a maximum of 10 in total, which AbbVie may use to develop and commercialize certain products derived from the assigned VTP.

The Company determined that the Collaboration Agreement represents a contract with a customer and consists of one performance obligation to provide research and development services, or R&D services, to AbbVie. The Company determined the initial transaction price of the single performance obligation to be $30.0 million, as the variable consideration for additional R&D services, option exercise payments and development milestone payments were all subject to constraint at contract inception. Revenue from the Collaboration Agreement was recognized over the estimated performance of the R&D services using the cost-to-cost input method which the Company believed best depicted the transfer of control to the customer. Under the cost-to-cost input method, the extent of progress towards completion was measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the performance obligation. The Company recognized collaboration revenue of $2.9 million for the three months ended September 30, 2024, and $6.9 million and $6.3 million for the nine months ended September 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had recognized all remaining revenue and costs associated with its performance obligation under the agreement. As a result, the Company did not recognize any collaboration revenues during the three months ended September 30, 2025. The Collaboration Agreement terminated pursuant to its terms in July 2025.

The following table summarizes the change in deferred revenue (in thousands):


	Nine Months Ended September 30, 2025
Beginning balance	$	6,941
Deferral of revenue		—
Recognition of revenue		(6,941	)
Balance at the end of the period	$	—

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5. Balance sheet components

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Research and development	$	15,593	$	24,185
Compensation and related benefits		7,171		5,861
Professional services and consulting		792		933
Operating lease liabilities, current portion		—		63
Other		1,742		2,135
Total accrued expenses and other current liabilities	$	25,298	$	33,177

6. Employee benefit plan

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code, or the 401(k) Plan. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company assumes all administrative costs of the 401(k) Plan and makes matching contributions as defined in the 401(k) Plan document. The Company made matching contributions to the 401(k) Plan of $0.2 million and $0.7 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2024, respectively.

7. Strategic transactions and agreements

Ayala Pharmaceuticals

On March 25, 2024, the Company and Ayala Pharmaceuticals, Inc., or Ayala, completed an Asset Purchase Agreement, or the Ayala Purchase Agreement, that was entered into in February 2024, pursuant to which the Company acquired Ayala’s AL101 and varegacestat (then known as AL102) programs and assumed certain liabilities associated with the acquired assets. The upfront consideration included (i) payment of approximately $20.0 million in cash, and (ii) the issuance of 2,175,489 unregistered shares of the Company’s common stock at an aggregate fair value of $50.6 million on the acquisition date. The fair value of the shares issued to Ayala was based on the closing stock price of the Company’s common stock on March 25, 2024 of $24.00 per share less a discount of 3.0% related to unregistered share restrictions.

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in two programs that were grouped as a single identifiable IPR&D asset. The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $71.3 million, which included direct transaction costs of $0.7 million.

The consideration paid and the relative fair values of the assets acquired and liabilities assumed were as follows (in thousands):


	Amount
Common stock issued to Ayala	$	50,645
Upfront consideration paid to Ayala		20,039
Transaction costs		657
Consideration paid	$	71,341
Assets acquired:
In-process research and development	$	73,382
Other long-term assets		2,480
Total assets acquired	$	75,862
Liabilities assumed:
Accrued expenses	$	4,521
Total liabilities assumed	$	4,521
Net assets acquired	$	71,341

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The cost attributable to the IPR&D was expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024 since the acquired IPR&D had no alternative future use.

Under the Ayala Purchase Agreement, the Company will be required to pay Ayala up to $37.5 million in the aggregate upon the achievement of certain development, regulatory and commercial milestone events. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable.

Zentalis Pharmaceuticals

On January 5, 2024, the Company entered into a license agreement with Zentalis Pharmaceuticals, Inc., or the Zentalis License Agreement, pursuant to which the Company received an exclusive, worldwide, royalty-bearing, sublicensable license under certain intellectual property relating to Zentalis’ proprietary ADC platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights, or, collectively, the Zentalis Licensed Assets.

As upfront consideration for the license, the Company paid to Zentalis $15.0 million in cash and issued to Zentalis 2,298,586 unregistered shares of its common stock at an aggregate fair value of $23.4 million. The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on January 5, 2024 of $11.12 per share less a discount of 8.5% related to unregistered share restrictions. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset. The consideration paid to acquire the license and intellectual property rights, which included transaction costs of $0.2 million, was immediately recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024 since the acquired IPR&D had no alternative future use.

On October 25, 2024, the Company and Zentalis entered into an asset purchase agreement, or the Zentalis Purchase Agreement, pursuant to which the Company purchased the Zentalis Licensed Assets that were licensed to the Company under the then-existing Zentalis License Agreement, together with all the customary rights and obligations of a sole owner, or the Zentalis Asset Purchase. Upon the closing of the Zentalis Asset Purchase, the Zentalis License Agreement was terminated in its entirety, including the termination of all of the Company’s contingent milestone and royalty payment obligations. Certain accrued rights and obligations of the parties survive the closing of the Zentalis Asset Purchase.

As consideration for the Zentalis Asset Purchase, the Company issued to Zentalis 1,805,502 unregistered shares of its common stock at an aggregate fair value of $21.0 million. The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on October 25, 2024 of $12.11 per share less a discount of 4.0% related to unregistered share restrictions. The consideration paid to Zentalis for the Zentalis Asset Purchase was immediately recognized as IPR&D expense.

The Company was also obligated to pay Zentalis a one-time payment of $5.0 million in cash upon the achievement of a developmental milestone, which was achieved in December 2024 and paid during the nine months ended September 30, 2025. The related liability was accrued within accrued expenses and other current liabilities on the condensed consolidated balance sheet as of December 31, 2024.

Bristol-Myers Squibb

In connection with the closing of the Ayala Purchase Agreement in March 2024, the Company assumed a license agreement, the BMS License Agreement, with Bristol-Myers Squibb Company, or BMS, pursuant to which the Company obtained a worldwide, non-transferable, royalty-bearing, exclusive, sublicensable, license under certain patent rights and know-how of BMS to research, discover, develop, make, have made, use, sell, offer to sell, export, import and commercialize AL101 and varegacestat, or the BMS Licensed Compounds, and products containing AL101 or varegacestat, or the BMS Licensed Products, for all uses including the prevention, treatment or control of any human or animal disease, disorder or condition.

Under the BMS License Agreement, the Company is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product. The Company is also required to use commercially reasonable efforts to obtain regulatory approvals in certain major market countries for at least one BMS Licensed Product, as well as to affect the first commercial sale of and commercialize each BMS Licensed Product after obtaining such regulatory approval.

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The Company is required to pay BMS up to approximately $142.0 million in the aggregate upon the achievement of certain clinical development or regulatory milestones for AL101 and varegacestat across multiple indications. In addition, the Company is required to pay BMS up to $50.0 million in the aggregate upon the achievement of certain commercial milestones for each BMS Licensed Product. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. BMS is also eligible to receive tiered royalties ranging from a high single-digit to a low teen percentage on annual worldwide net sales of any BMS Licensed Products. Royalty payments will be expensed in the period in which the underlying revenues are earned.

BMS has the right to terminate the BMS License Agreement in its entirety if the Company fails to fulfill its development and commercialization obligations within a defined period of time following written notice by BMS. The Company has the right to terminate the BMS License Agreement for convenience upon prior written notice to BMS. Upon termination of the BMS License Agreement by the Company for convenience or by BMS, the Company will grant an exclusive, non-transferable, sublicensable, worldwide license to BMS for certain patent rights that are necessary to develop, manufacture or commercialize the BMS Licensed Compounds or BMS Licensed Products. In exchange for such license, BMS will be obligated to pay the Company a low single-digit percentage royalty on net sales of the BMS Licensed Compounds and/or BMS Licensed Products by it or its affiliates, licensees or sublicensees, provided that the termination occurred after a specified developmental milestone for such BMS Licensed Compounds and/or BMS Licensed Products.

Following the closing of the Ayala Purchase Agreement, on August 7, 2024, the Company and BMS entered into Amendment No. 2 to the BMS License Agreement, or the BMS License Agreement Amendment. As consideration to BMS for entering into the BMS License Agreement Amendment, the Company issued BMS 230,415 unregistered shares of its common stock at an aggregate fair value of $2.7 million. The fair value of the common stock issued to BMS was based on the closing stock price of the Company’s common stock on August 7, 2024 of $12.46 per share less a discount of 6.0% related to unregistered share restrictions. The consideration paid to BMS to amend the BMS License Agreement was immediately recognized as IPR&D expense.

Other asset acquisitions and license agreements

The Company has entered into or assumed various other asset purchase and license agreements to further acquire, discover, develop and commercialize certain technologies and treatments. There was no IPR&D expense under these agreements for the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company incurred upfront fees of $4.0 million and $10.3 million, respectively, under these agreements which were recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss since the acquired IPR&D had no alternative future use.

Under the terms of these agreements, the Company may need to pay certain development, regulatory, and commercial milestones payments and royalties on product sales, if any. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. Royalty payments will be expensed in the period in which the underlying revenues are earned.

As of December 31, 2024, the Company accrued $1.2 million within accrued expenses and other current liabilities on the condensed consolidated balance sheet related to upfront license fees and the achievement of certain milestones under these agreements. These amounts were subsequently paid during the nine months ended September 30, 2025.

8. Leases

The Company currently leases approximately 53,000 square feet of office and laboratory space in Bothell, Washington, including 13,000 square feet of space that was added in June 2025 under amended lease agreements. As part of the amended lease agreements, the Company has the right to receive tenant improvement allowances in the aggregate of up to $9.3 million for leasehold improvements, which are accounted for as lease incentives. The Bothell lease expires on March 31, 2033, and includes two five-year renewal options that are not included in the lease term as it is not reasonably certain that they will be exercised.

The Company also leased approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania. The Exton lease expired on March 31, 2025.

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The Company recorded operating lease expense of $0.2 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2024, respectively. Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. The Company incurred variable lease costs of $0.1 million and $0.3 million for the three and nine months ended September 30, 2025, respectively. The Company did not incur significant variable lease costs for the three and nine months ended September 30, 2024.

Other information related to the Company’s operating leases was as follows:


	September 30, 2025			December 31, 2024
Weighted-average remaining lease term (in years)		7.50			8.15
Weighted-average discount rate		8.7	%		9.5	%

Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands):


	Nine Months Ended September 30,
	2025		2024
Cash paid for operating lease liabilities	$	462	$	301

The Company’s future minimum lease payments were as follows as of September 30, 2025 (in thousands):


Years ending December 31,	Amount
2025 (represents remaining three months in 2025)	$	242
2026		1,468
2027		2,330
2028		2,383
2029 and thereafter		10,749
Total lease payments		17,172
Less: imputed interest		(3,821	)
Less: tenant improvement allowance not yet received		(9,338	)
Present value of operating lease liabilities	$	4,013

9. Common stock

The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows:


	September 30, 2025		December 31, 2024
Stock options issued and outstanding under the Plans		15,695,808		11,990,781
Remaining shares available for issuance under the Plans		2,622,783		2,631,369
Remaining shares available for issuance under the ESPP		1,550,859		906,251
Total reserved common stock		19,869,450		15,528,401

2025 Public Offering

In January 2025, the Company completed a public offering and issued 22,258,064 shares of its common stock at a price of $7.75 per share, for net proceeds of $161.7 million, after deducting underwriting discounts and commissions and offering expenses.

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2024 ATM Agreement

On May 14, 2024, the Company entered into an “at the market” sales agreement, or the 2024 ATM Agreement, with TD Securities (USA) LLC, or TD Cowen, as sales agent, pursuant to which the Company may offer and sell from time to time shares of its common stock having an aggregate offering price of up to $200.0 million, or the ATM Shares. The Company has agreed to pay TD Cowen a commission of up to 3.0% of the aggregate gross proceeds from any ATM Shares sold through the 2024 ATM Agreement. During the three and nine months ended September 30, 2025, the Company sold 4,625,156 shares of common stock in two transactions under the 2024 ATM Agreement for gross proceeds of $45.9 million and net proceeds of approximately $44.9 million. As of September 30, 2025, the Company had sold an aggregate of 6,655,587 shares of common stock under the 2024 ATM Agreement for gross proceeds of $65.9 million and net proceeds of approximately $64.5 million, with approximately $134.1 million remaining available for future offerings.

2020 Equity Incentive Plan

In September 2020, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans. On January 1, 2025, the number of shares available for future issuance under the 2020 Plan increased by 2,578,433 shares. As of September 30, 2025, there were 639,588 shares available for issuance under the 2020 Plan.

In October 2023, the Company completed its merger with Morphimmune, Inc. and assumed the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan. There were 555,895 shares available for issuance under the Morphimmune Plan as of September 30, 2025.

2024 Inducement Plan

In October 2024, the Company adopted the 2024 Inducement Plan, or the 2024 Plan, and reserved 2,000,000 shares of the Company’s common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company. In May 2025, the Compensation Committee of the Board of Directors of the Company approved an amendment to the 2024 Plan increasing the aggregate shares reserved under the 2024 Plan from 2,000,000 to 3,500,000. The terms and conditions of the 2024 Plan are substantially similar to the Company’s 2020 Plan. As of September 30, 2025, there were 1,427,300 shares available for issuance under the 2024 Plan.

Stock options granted for Chief Executive Officer

On June 28, 2023, Clay Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock at an initial exercise price of $5.91 per share, or the Inducement Grant. The options vest over time during Dr. Siegall’s continued employment with the Company, which commenced on October 2, 2023. 25% of the options granted vest after one year of employment with the Company, and the remaining 75% vest monthly over the 36 months immediately following the one-year anniversary.

The Inducement Grant, the Morphimmune Plan, the 2024 Plan and the 2020 Plan are collectively referred to as the Plans.

2020 Employee Stock Purchase Plan

The Company adopted the 2020 Employee Stock Purchase Plan, or ESPP, in September 2020. On January 1, 2025, the shares of common stock authorized for issuance under the ESPP increased by 644,608 shares. As of September 30, 2025, there were 1,550,859 shares available for issuance under the ESPP. No shares of common stock have been issued under the ESPP as of September 30, 2025.

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Stock options

A summary of option activity under the Plans during the nine months ended September 30, 2025 is as follows:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024		11,990,781		$	10.02		8.69	$	34,209
Granted		5,386,784			10.19
Exercised		(381,992	)		2.66
Forfeited		(1,062,581	)		9.42
Expired		(237,184	)		22.94
Outstanding at September 30, 2025		15,695,808		$	10.09	8.73		$	41,765
Exercisable at September 30, 2025		4,972,974		$	7.69	7.83		$	25,837

Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s fair value of its common stock as of period end.

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2025 and 2024 was $7.53 and $11.47 per share, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2025 and 2024 was $2.5 million and $8.1 million, respectively.

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were:


	Nine Months Ended September 30,
	2025			2024
Expected volatility		85.1	%		89.8	%
Risk-free interest rate		4.0	%		4.0	%
Expected term (in years)	6.06				6.06
Expected dividend yield		—	%		—	%

Share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	2,851	$	1,820	$	7,518	$	3,244
General and administrative		3,896		3,072		10,279		7,034
Total share-based compensation expense	$	6,747	$	4,892	$	17,797	$	10,278

Unrecognized share-based compensation related to stock options was $87.4 million as of September 30, 2025 and is expected to be recognized over a weighted average period of 3.1 years.

11. Segment information

The Company has one operating and reportable segment related to the development of targeted oncology therapies. The segment derives its current revenues from research and development collaborations.

The CODM assesses performance for the segment based on net loss, which is reported on the condensed consolidated statements of operations and comprehensive loss as net loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, total expenses and research and development expenses by program.

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The table below is a summary of the segment net loss, including significant segment expense categories (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Collaboration revenue	$	—		$	2,910		$	6,941		$	6,303
Less:
In-process research and development		—			(6,706	)		—			(124,972	)
Direct research and development expenses(1)
Varegacestat		(12,495	)		(9,621	)		(39,615	)		(14,397	)
IM-1021		(2,874	)		(4,456	)		(7,669	)		(14,865	)
IM-3050		(2,104	)		(4,080	)		(4,149	)		(9,234	)
Other product candidates		(17,623	)		(10,917	)		(35,672	)		(25,418	)
Indirect research and development(2)		(14,097	)		(8,126	)		(39,411	)		(17,738	)
General and administrative(3)		(10,945	)		(9,526	)		(31,677	)		(22,509	)
Total operating expenses		(60,138	)		(53,432	)		(158,193	)		(229,133	)
Loss from operations		(60,138	)		(50,522	)		(151,252	)		(222,830	)
Interest income		2,681			3,422			8,758			10,116
Net loss	$	(57,457	)	$	(47,100	)	$	(142,494	)	$	(212,714	)

(1)

Direct research and development expenses include external costs, such as costs related to laboratory materials and services, manufacturing, outsourced research, product development, and clinical trial costs, including fees paid to investigators, consultants, central laboratories and CROs to specific product candidates.

(2)

Indirect research and development expenses include personnel salary, benefit and share-based compensation costs, depreciation and amortization and certain overhead expenses.

(3)

General and administrative expenses include personnel salary, benefit and share-based compensation costs, legal fees, professional fees for accounting, auditing, tax and consulting services, insurance costs, travel, depreciation and amortization, and certain overhead expenses.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024. Unless otherwise indicated, all references in this Quarterly Report on Form 10-Q to “Immunome,” the “company,” “we,” “our,” “us” or similar terms refer to Immunome, Inc. and its subsidiary.

Forward-Looking Statements

In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” under Part II, Item 1A below. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions.

Furthermore, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Overview

We are a clinical-stage targeted oncology company committed to developing first-in-class and best-in-class targeted therapies designed to improve outcomes for cancer patients. We are advancing an innovative portfolio of therapeutics, drawing on leadership that previously played key roles in the design, development, and commercialization of cutting-edge targeted cancer therapies, including antibody-drug conjugate therapies, or ADCs. We believe that the pursuit of novel or underexplored targets will be central to the next generation of transformative therapies. Our goal is to establish a broad pipeline of preclinical and clinical assets and develop these assets into approved products for commercialization.

We are advancing a pipeline that includes three clinical assets and three preclinical assets. Varegacestat, formerly AL102, is an investigational gamma secretase inhibitor, or GSI, currently under evaluation in a Phase 3 clinical trial for the treatment of desmoid tumors. IM-1021, a receptor tyrosine kinase-like orphan receptor 1, or ROR1, antibody-drug conjugate, is currently under evaluation in a Phase 1 trial with the first patient dosed in February 2025. IM-3050, a fibroblast activation protein, or FAP, targeted radioligand therapy, or RLT, received IND clearance in April 2025 and we plan to initiate a Phase 1 trial in early 2026 after delivery of third-party diagnostic radiotracer supply. Our preclinical assets include three solid tumor ADC drug candidates: IM-1617, IM-1340, and IM-1335, all of which are advancing towards 2026 IND submissions. In addition, we have multiple ADCs currently undergoing lead optimization in advance of future development decisions.

Currently, our internal discovery efforts center on designing ADCs against novel or underexplored targets. We believe that pursuing differentiated targets provides a path to significant clinical benefit and meaningful market opportunities. This strategy is supported by HC74, the differentiated, novel topoisomerase 1 inhibitor, or TOP1i, payload we purchased from Zentalis Pharmaceuticals, Inc., or Zentalis, in October 2024. We have efforts underway to develop additional linkers and payloads and believe that a broad toolbox of linkers and payloads supports our mission to design and develop a diverse pipeline of ADCs.

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Our current programs

Varegacestat (formerly AL102)

Our lead clinical asset is varegacestat, an oral, once daily GSI that is being evaluated for the treatment of desmoid tumors. In the Phase 2 RINGSIDE study Part A, varegacestat demonstrated objective response rates, or ORR, of 75% of evaluable patients and 64% in the intent-to-treat population; median reduction in tumor volume of 88%; and an 85% reduction in T2 imaging, which is suggestive of a reduction in cellularity. The Phase 2 data also show a safety profile consistent with the GSI class. Varegacestat received Orphan Drug Designation from the European Medicines Agency, or EMA, in July 2025, and previously received this designation from the U.S. Food and Drug Administration, or FDA, in November 2023. Enrollment in a Phase 3 registrational trial was completed in February 2024, and we expect to report topline data from this trial in the second half of 2025. We acquired varegacestat from Ayala Pharmaceuticals, Inc., or Ayala, in March 2024.

IM-1021 (Solid Tumor and B-Cell Lymphoma ADC)

IM-1021 is a ROR1 ADC that incorporates HC74, our proprietary TOP1i payload. ROR1 is expressed in both hematologic malignancies and solid tumors with limited normal tissue expression, and previous ADCs targeting ROR1 have demonstrated clinical activity. In preclinical studies, IM-1021 showed sustained tumor regression in preclinical models, including a mouse model of triple-negative breast cancer, or TNBC, and a mouse model of mantle cell lymphoma, or MCL. We believe that IM-1021 may provide improved therapeutic index as compared to other ROR1-targeted ADCs in development. The Phase 1 clinical trial is ongoing, with objective responses observed in patients with B-cell lymphomas at multiple dose levels. We expect to present initial data for IM-1021 in 2026.

IM-3050 (FAP Radioligand Therapy)

IM-3050 is a FAP-targeted lutetium-177, Lu-177 or 177Lu, RLT product candidate for the treatment of solid tumors. FAP is a cell surface protease that serves as a tumor-specific marker due to its broad expression on cancer associated fibroblasts, the most common tumor stromal cell. FAP is expressed in 75% of solid tumors. IM-3050 is designed to deliver radioactive 177Lu directly to FAP- expressing cells, where the “bystander” effect of the radiation may damage or kill nearby tumor cells. We believe this RLT approach could overcome the limitations, such as poor internalization and low expression on tumor cells, that make FAP an unsuitable target for ADCs. In vivo data show single dose antitumor activity and tolerability. We received IND clearance for this program in April 2025 and plan to initiate a Phase 1 trial in early 2026 after delivery of third-party diagnostic radiotracer supply.

IM-1617 (Solid Tumor ADC)

IM-1617 is a potential first-in-class ADC that targets an undisclosed receptor that is preferentially expressed in a broad array of solid tumors, including colorectal cancer, or CRC, non-small cell lung cancer, or NSCLC, and breast and ovarian cancers. The target is a receptor tyrosine kinase that promotes tumor cell survival and mediates immune cell exclusion, providing potential for a secondary mechanism of action. IND-enabling work for IM-1617 is ongoing.

IM-1340 (Solid Tumor ADC)

IM-1340 is a potential first-in-class ADC for the treatment of multiple solid tumors. The target of IM-1340 is underexplored and non-obvious in cancer and, to our knowledge, there are no ADCs or other therapeutic modalities in development against it. It has a unique expression profile that spans neuroendocrine tumors, or NETs, and other carcinomas, including lung and prostate tumors, with limited expression in normal tissue. IND-enabling work for IM-1340 is ongoing.

IM-1335 (Solid Tumor ADC)

IM-1335 is being developed for the treatment of solid tumor indications. It shares a target with a competitor’s now-discontinued investigational ADC that showed clinical activity prior to discontinuation. Our goal in designing IM-1335 was to optimize the safety and efficacy through a deep understanding of target biology and ADC optimization. We identified limitations that we expect contributed to the failure of the prior ADC against this target, and we believe that IM-1335 overcomes these limitations. IND-enabling work for IM-1335 is ongoing.

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Other Programs and Platforms

In addition to the already described current programs, we expect to continue to invest in discovery efforts intended to expand our pipeline. Additional ADC programs are the primary focus of these efforts. We believe that our team’s ADC expertise positions us to develop the next generation of transformative ADCs. This expertise comprises executive leadership with a proven record of success, an ADC-focused discovery team with deep experience in ADC design, and a seasoned development team whose members spearheaded the development of multiple FDA-approved ADCs. We pair our portfolio of antibodies to potential first-in-class ADC targets with rigorous target selection based on a deep understanding of target biology. That target-driven approach is complemented by HC74, our differentiated, proprietary TOP1i payload and our optimized, proprietary linkers.

Components of our results of operations

Collaboration revenue

We have not generated any revenue from product sales and do not expect to do so for the foreseeable future. To date, we have generated our revenue through a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, which terminated in accordance with its terms in July 2025. Revenue recognized under the Collaboration Agreement consisted of payments received from AbbVie and was recognized over the performance period. No further collaboration revenue will be recognized under the Collaboration Agreement.

In-process research and development expenses

Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development, or IPR&D, expense on the acquisition date.

Research and development expenses

Research and development expenses consist of costs incurred in performing research and development activities, which include:

•

personnel-related expenses, including salaries, bonuses, benefits and share-based compensation for employees engaged in research and development functions;

•

expenses incurred in connection with the advancement of our programs and product candidates, including under agreements with consultants, contractors, contract research organizations, or CROs, and other third-party vendors and suppliers;

•

expenses to conduct clinical trials including regulatory and quality assurance;

•

the cost of process development, validation, and the manufacturing of drug supplies for use in our preclinical studies and clinical trials;

•

laboratory supplies and research materials and other infrastructure-related expenses; and

•

facilities, depreciation and amortization and other expenses which include direct and allocated expenses.

We expense research and development costs as incurred. Advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the benefits are consumed.

Research and development activities are central to our business model. We expect that our research and development expenses will increase substantially in connection with the continuation of our activities and new agreements.

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General and administrative expenses

General and administrative expenses consist primarily of salaries and other related costs, including share-based compensation for personnel in our executive, business development, and administrative functions. General and administrative expenses also include legal fees relating to intellectual property and corporate matters, professional fees for accounting, auditing, tax and consulting services, insurance costs, travel, direct and allocated facility related expenses and other operating costs.

We anticipate that our general and administrative expenses will increase in the future to support increased and progressed research and development activities and to operate as a public company.

Interest income

Interest income consists of interest earned on our marketable securities and on our cash and cash equivalent balances held with financial institutions.

Results of operations

Comparison of the three months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the periods presented (in thousands):


	Three Months Ended September 30,
	2025			2024			Change
Collaboration revenue	$	—		$	2,910		$	(2,910	)
Operating expenses:
In-process research and development		—			6,706			(6,706	)
Research and development(1)		49,193			37,200			11,993
General and administrative(1)		10,945			9,526			1,419
Total operating expenses		60,138			53,432			6,706
Loss from operations		(60,138	)		(50,522	)		(9,616	)
Interest income		2,681			3,422			(741	)
Net loss	$	(57,457	)	$	(47,100	)	$	(10,357	)

(1)

Amounts include non-cash share-based compensation expense as follows (in thousands):


	Three Months Ended September 30,
	2025		2024		Change
Research and development	$	2,851	$	1,820	$	1,031
General and administrative		3,896		3,072		824
Total share-based compensation expense	$	6,747	$	4,892	$	1,855

Collaboration revenue

There was no collaboration revenue for the three months ended September 30, 2025. Collaboration revenue for the three months ended September 30, 2024 of $2.9 million was related to certain research and development activities under the Collaboration Agreement with AbbVie. As of June 30, 2025, we had recognized all revenue and costs associated with our performance obligation under the agreement.

In-process research and development expense

There was no IPR&D expense for the three months ended September 30, 2025. IPR&D expense for the three months ended September 30, 2024 was related to the write-off of IPR&D assets that were determined to have no alternative future use.

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Research and development expenses

Research and development expenses increased by $12.0 million, from $37.2 million for the three months ended September 30, 2024 to $49.2 million for the three months ended September 30, 2025.

The table below summarizes the components of our research and development expenses for the periods presented (in thousands):


	Three Months Ended September 30,
	2025		2024		Change
Varegacestat (1)	$	12,495	$	9,621	$	2,874
IM-1021 (2)		2,874		4,456		(1,582	)
IM-3050 (3)		2,104		4,080		(1,976	)
Other product candidates (4)		17,623		10,917		6,706
Indirect research and development (5)		14,097		8,126		5,971
Total	$	49,193	$	37,200	$	11,993

(1)

The increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to increases in consulting and manufacturing activities to support our Phase 3 trial and a potential future NDA submission.

(2)

The decrease for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to the timing of outsourced research, manufacturing and IND-enabling activities, partially offset by an increase in clinical trial activities as we initiated our Phase 1 trial in February 2025.

(3)

The decrease for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to the timing of outsourced research, manufacturing and IND-enabling activities, partially offset by an increase in clinical trial start up activities as we prepare to initiate our Phase 1 trial. We received IND clearance for this program in April 2025.

(4)

The increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to increased manufacturing activities for our product candidates, partially offset by reductions in professional and contract laboratory services due to the replacement of certain outsourced services with internal resources.

(5)

The increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to an increase in personnel and personnel-related costs in support of our product candidates and discovery programs.

Item 1. Financial Statements.

1. Nature of the business

Organization

2. Summary of significant accounting policies

Basis of presentation

Use of estimates

Segment and geographic information

Net loss per share

Recently adopted accounting standards

Recent accounting standards not yet adopted

3. Fair value measurement

4. Collaboration agreement with AbbVie

5. Balance sheet components

Accrued expenses and other current liabilities

6. Employee benefit plan

7. Strategic transactions and agreements

Ayala Pharmaceuticals

Zentalis Pharmaceuticals

Bristol-Myers Squibb

Other asset acquisitions and license agreements

9. Common stock

2025 Public Offering

2024 ATM Agreement

10. Share-based compensation

2020 Equity Incentive Plan

2024 Inducement Plan

Stock options granted for Chief Executive Officer

2020 Employee Stock Purchase Plan

Stock options

11. Segment information

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Immunome Inc. 10-Q