UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Richard Fitzgerald as Chief Financial Officer
On November 30, 2020, Richard Fitzgerald resigned his position as Chief Financial Officer of Immunome, Inc. (the “Company”).
In connection with his resignation, on December 1, 2020, Mr. Fitzgerald and the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) pursuant to which he will receive separation payments equal to two months of his current base salary and payments for two months of continued health insurance coverage. As a matter of law, the Separation Agreement will become effective seven calendar days after the execution of the Separation Agreement unless it is revoked by Mr. Fitzgerald during that period of time. This description is qualified by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Diane Marcou as Interim Chief Financial Officer
Effective on November 30, 2020, the Company appointed Diane Marcou as Interim Chief Financial Officer of the Company.
Ms. Marcou previously served as the Company’s Chief Financial Officer from May 2020 through September 2020. During this time, Ms. Marcou oversaw all financial and accounting matters for the Company including preparation for and execution of the Company’s initial public offering. Ms. Marcou, age 54, has worked as an independent consultant since 2004, serving in various roles, including that of chief financial officer, at other early stage privately held companies. Ms. Marcou earned her C.P.A. while at PricewaterhouseCoopers and received her B.S. in Business Administration from Boston College.
In May 2020, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Ms. Marcou, which remains in effect through April 30, 2021 subject to renewal as agreed by the parties. Under the Consulting Agreement, Ms. Marcou provides accounting and finance services to the Company at an hourly rate of $250 per hour. The Company may terminate the Consulting Agreement on 30 days’ prior written notice, and it contains customary termination provisions upon either party’s breach. This description is qualified by reference to the Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Ms. Marcou and the Company entered into the Company’s standard director and officer indemnification agreement (the “Indemnification Agreement”), under which the Company may be required to indemnify Ms. Marcou for certain expenses incurred by her in any proceeding arising out of her service as an executive officer of the Company. This description is qualified by reference to the Indemnification Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Other than the Consulting Agreement and the Indemnification Agreement, there are no arrangements or understandings between Ms. Marcou and any other persons pursuant to which Ms. Marcou was appointed as Interim Chief Financial Officer of the Company. There are also no family relationships between Ms. Marcou and any director or executive officer of the Company, and Ms. Marcou has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
| IMMUNOME, INC. | ||
| By: |
/s/ Purnanand D. Sarma | |
|
Purnanand D. Sarma, Ph.D. President and Chief Executive Officer | ||
Dated: December 3, 2020