Immunome amends BMS license, ends milestone and royalty obligations

Immunome, Inc. entered into Amendment No. 4 to its License Agreement with Bristol-Myers Squibb Company on October 2, 2026, according to an 8-K filed with the SEC. The Amendment removes the Company's obligation to make any milestone and royalty payments under the License Agreement and assigns to the Company patent rights related to varegacestat (formerly AL102) and AL101 that were previously licensed to the Company under the License Agreement.¹

As payment for the amendment, the Company paid BMS $20.0 million in cash and issued 4,425,487 shares of the Company's common stock (collectively, the "Amendment Consideration")¹. Following payment of the Amendment Consideration, the Company has no milestone, royalty or other payment obligations to BMS under the License Agreement or the Amendment.¹

Concurrently, the Company entered into a stock issuance agreement with BMS, pursuant to which the Company issued 4,425,487 shares of the Company's common stock as partial consideration for entering into the Amendment.¹ Immunome also committed to registration timelines: the Company agreed to use commercially reasonable efforts to file a resale registration statement with the SEC registering the shares by November 16, 2026, and to cause it to be declared effective no later than 60 calendar days after filing, or within 5 business days of notice that the SEC will not review it further.¹

On the indemnification terms, the Company agreed to indemnify BMS, its affiliates, partners, members, officers, directors, agents and representatives from certain liabilities, and to pay all fees and expenses incident to its obligations under the Stock Issuance Agreement, excluding any legal fees of BMS and any underwriting discounts and selling commissions.¹

The shares were issued under an exemption from registration requirements, as the Shares are being issued to BMS pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act of 1933, for transactions by an issuer not involving any public offering.¹ The filing was signed by Clay Siegall, Ph.D., President and Chief Executive Officer, dated October 5, 2026.