0001209191-23-052052.txt : 20231004 0001209191-23-052052.hdr.sgml : 20231004 20231004173403 ACCESSION NUMBER: 0001209191-23-052052 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231004 DATE AS OF CHANGE: 20231004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIEGALL CLAY B CENTRAL INDEX KEY: 0001167496 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39580 FILM NUMBER: 231309044 MAIL ADDRESS: STREET 1: 21823 30TH DR SE CITY: BOTHELL STATE: WA ZIP: 98021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Immunome Inc. CENTRAL INDEX KEY: 0001472012 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770694340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 300 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 610-321-3700 MAIL ADDRESS: STREET 1: 665 STOCKTON DRIVE STREET 2: SUITE 300 CITY: EXTON STATE: PA ZIP: 19341 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-10-02 0 0001472012 Immunome Inc. IMNM 0001167496 SIEGALL CLAY B C/O IMMUNOME, INC. 665 STOCKTON DRIVE, SUITE 300 EXTON PA 19341 1 1 0 0 President and CEO Common Stock 150432 D Stock Option (Right to Buy) 1.35 2032-09-26 Common Stock 198565 D Stock Option (Right to Buy) 1.35 2033-01-18 Common Stock 1191399 D Stock Option (Right to Buy) 5.91 2033-06-28 Common Stock 2137080 D Dr. Siegall was elected as a member of the board of directors and appointed as President and Chief Executive Officer of the Issuer effective immediately after the Effective Time (as defined in the Agreement and Plan of Merger and Reorganization, dated June 29, 2023 (the "Merger Agreement"), by and among the Issuer, Ibiza Merger Sub, Inc., and Morphimmune Inc.). In connection with the Closing (as defined in the Merger Agreement) and prior to Dr. Siegall joining the board of directors and being appointed an executive officer of the Issuer, Dr. Siegall exchanged his (i) options to acquire shares of common stock of Morphimmune Inc. for options to acquire shares of the Issuer and (ii) his shares of capital stock of Morphimmune for shares of common stock of the Issuer. In connection with the Closing (as defined in the Merger Agreement), all the shares underlying the option became fully vested and exercisable. 25% of the shares vest and become exercisable at the one-year anniversary of the consummation of the merger contemplated by the Merger Agreement; and 75% of the shares vest and become exercisable in thirty-six (36) successive equal monthly installments thereafter. See Attached Exhibit 24 /s/ Sandra Stoneman, Attorney-in-Fact 2023-10-02 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Corleen Roche and Sandra G. Stoneman of Immunome, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC"), a Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: October 2, 2023 /s/ Clay Siegall Clay Siegall