UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
 

Immunome, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45257U108
(CUSIP Number)
Immunome Aggregator, LP
106 W 56th Street
8th Floor
New York, New York, 10019
Attention: James P. Boylan
(332) 275-5551
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
John M. Bibona
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8539 
October 2, 2023
(Date of Event which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 

 
*
The remainder of this cover page shall be filled out for a Reporting Entity’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 


CUSIP No. 45257U108
 
             
(1)
 
Names of Reporting Entities
 
Immunome Aggregator, LP
(2)
 
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
 
(3)
 
SEC USE ONLY
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
(6)
 
Citizenship or place of organization
 
Delaware
             
Number of
shares
beneficially
owned by
each
reporting
person
with
 
 
(7)
 
Sole voting power
 
 
(8)
 
Shared voting power
 
3,478,261
 
(9)
 
Sole dispositive power
 
 
(10)
 
Shared dispositive power
 
3,478,261
             
(11)
 
Aggregate amount beneficially owned by each Reporting Entity
 
3,478,261
(12)
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
(13)
 
Percent of class represented by amount in Row (11)
 
8.1 % (1)
(14)
 
Type of Reporting Entity (see instructions)
 
PN
 
(1)
Calculation is based upon 42,729,097 shares of Common Stock of the Issuer issued and outstanding as of October 2, 2023, as set forth in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 4, 2023.




CUSIP No. 45257U108 
 
             
(1)
 
Names of Reporting Entities
 
Enavate Sciences, LP
(2)
 
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
 
(3)
 
SEC USE ONLY
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
(6)
 
Citizenship or place of organization
 
Delaware
             
Number of
shares
beneficially
owned by
each
reporting
person
with
 
 
(7)
 
Sole voting power
 
 
(8)
 
Shared voting power
 
3,478,261
 
(9)
 
Sole dispositive power
 
 
(10)
 
Shared dispositive power
 
3,478,261
             
(11)
 
Aggregate amount beneficially owned by each Reporting Entity
 
3,478,261
(12)
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
(13)
 
Percent of class represented by amount in Row (11)
 
8.1 % (1)
(14)
 
Type of Reporting Entity (see instructions)
 
PN
 
(1)
Calculation is based upon 42,729,097 shares of Common Stock of the Issuer issued and outstanding as of October 2, 2023, as set forth in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 4, 2023.





CUSIP No. 45257U108 
 
             
(1)
 
Names of Reporting Entities
 
Enavate Sciences GP, LLC
(2)
 
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
 
(3)
 
SEC USE ONLY
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
(6)
 
Citizenship or place of organization
 
Delaware
             
Number of
shares
beneficially
owned by
each
reporting
person
with
 
 
(7)
 
Sole voting power
 
 
(8)
 
Shared voting power
 
3,478,261
 
(9)
 
Sole dispositive power
 
 
(10)
 
Shared dispositive power
 
3,478,261
             
(11)
 
Aggregate amount beneficially owned by each Reporting Entity
 
3,478,261
(12)
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
(13)
 
Percent of class represented by amount in Row (11)
 
8.1 % (1)
(14)
 
Type of Reporting Entity (see instructions)
 
OO
 
(1)
Calculation is based upon 42,729,097 shares of Common Stock of the Issuer issued and outstanding as of October 2, 2023, as set forth in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 4, 2023.





CUSIP No. 45257U108
 
 
             
(1)
 
Names of Reporting Entities
 
Enavate Sciences Holdings, LLC
(2)
 
Check the appropriate box if a member of a group (see instructions)
 
(a) ☐ (b) ☐
(3)
 
SEC USE ONLY
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
(6)
 
Citizenship or place of organization
 
Delaware
             
Number of
shares
beneficially
owned by
each
reporting
person
with
 
 
(7)
 
Sole voting power
 
 
(8)
 
Shared voting power
 
3,478,261
 
(9)
 
Sole dispositive power
 
 
(10)
 
Shared dispositive power
 
3,478,261
             
(11)
 
Aggregate amount beneficially owned by each Reporting Entity
 
3,478,261
(12)
 
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
(13)
 
Percent of class represented by amount in Row (11)
 
8.1% (1)
(14)
 
Type of Reporting Entity (see instructions)
 
OO
 
     
(1)
 
Calculation is based upon 42,729,097 shares of Common Stock of the Issuer issued and outstanding as of October 2, 2023, as set forth in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 4, 2023.





Item 1. Security and Issuer.
The class of equity security to which this Statement on Schedule 13D (“Statement”) relates is shares of common stock, par value $0.0001 per share (“Common Stock”) of Immunome, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 665 Stockton Drive, Suite 300, Exton, Pennsylvania.
Item 2. Identity and Background.
(a) This Statement is being jointly filed on behalf of each of the following entities (collectively, the “Reporting Entities”):
 
1.
 Immunome Aggregator, LP
 
2.
Enavate Sciences, LP
 
3.
Enavate Sciences GP, LLC
 
4.
Enavate Sciences Holdings, LLC
(b) The address of the principal business office of each of the Reporting Entities is 106 W 56th Street, 8th Floor, New York, New York 10019.
(c) The principal business of Immunome Aggregator, LP and Enavate Sciences, LP (together, the “Partnerships”) is investing in securities and providing strategic growth support to the targets of those investments. The principal business of Enavate Sciences GP, LLC is performing the functions of, and serving as, the sole general partner of each of the Partnerships and certain affiliated partnerships. The principal business of Enavate Sciences Holdings, LLC is performing the functions of, and serving as, the sole and managing member of Enavate Sciences GP, LLC.
(d) - (e) During the last five years, none of the Reporting Entities has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See responses to Item 6 of each cover page.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock reported herein as beneficially owned by the Reporting Entities were acquired pursuant to a Subscription Agreement (the “Subscription Agreement”), dated June 29, 2023, by and among the Issuer, Enavate Sciences, LP and the other investors party thereto. On September 13, 2023, Enavate Sciences, LP contributed, assigned, transferred and delivered (the “Assignment”) to Immunome Aggregator, LP, and Immunome Aggregator, LP accepted and acquired, all of Enavate Sciences LP’s right, title and interest in, to or under the Subscription Agreement pursuant to a Contribution, Assignment and Assumption Agreement, dated September 13, 2023, by and between Enavate Sciences, LP and Immunome Aggregator, LP. Pursuant to the Subscription Agreement, on October 2, 2023, Immunome Aggregator, LP was issued 3,478,261 shares of Common Stock in a private placement at a purchase price of $5.75 per share (the “Private Placement”) financed with available cash assets.
Item 4. Purpose of Transaction.
The Reporting Entities acquired the Common Stock because they believe it represents an attractive investment opportunity.
The Reporting Entities have from time to time engaged in discussions with members of management and the board of directors of the Issuer (the “Board”), including with respect to the composition of the Board. As further discussed in Item 6 below, pursuant to the Subscription Agreement and a side letter thereto, by and between the Issuer and Enavate Sciences, LP, Immunome Aggregator, LP (following the Assignment) has the right to designate and appoint one director to the Board and has designated and appointed one director to the Board. The Reporting Entities have also from time to time engaged in discussions with other shareholders of the Issuer and may, from time to time, continue to engage in discussions with members of management and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, composition of the Board and strategic alternatives and direction, and may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.






The Reporting Entities expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Entity reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Entity may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Issuer or dispose of all or a portion of the securities of the Issuer that the Reporting Entities now own or may hereafter acquire.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The information requested in these items is incorporated herein by reference to the cover pages of this Statement and the responses to Item 2 of this Statement. The following disclosure is based upon 42,729,097 shares of Common Stock of the Issuer issued and outstanding as of October 2, 2023, as set forth in the Issuer’s Current Report on Form 8-K, filed with the SEC on October 2, 2023.
The shares Common Stock reported on this Statement are held directly by Immunome Aggregator, LP. Immunome Aggregator, LP is a wholly owned subsidiary of Enavate Sciences, LP. Enavate Sciences GP, LLC is the sole general partner of each of Enavate Sciences, LP and Immunome Aggregator, LP. Enavate Sciences Holdings, LLC is the sole and managing member of Enavate Sciences GP, LLC. Patient Square Equity Advisors, LP is the sole and managing member of Enavate Sciences Holdings, LLC, and has delegated all investment decisions with respect to the Common Stock, including voting and dispositive power, to the board of managers of Enavate Sciences Holdings, LLC (the “Holdings Board”). All voting and investment decisions with respect to the Common Stock are made by a majority of the votes of the Holdings Board. As of the date of this Statement, the members of the Holdings Board consist of Jim Momtazee, Neel Varshney, Laura Furmanski and Jim Boylan, each of whom expressly disclaims beneficial ownership of the Common Stock.
As of the date of this Statement, Immunome Aggregator, LP directly holds 3,478,261 shares of Common Stock constituting approximately 8.1% of the issued and outstanding shares of Common Stock outstanding as of the date of this Statement. By virtue of the relationship among the Reporting Entities as described in this Section 5, each such Reporting Entity may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 3,478,261 shares of Common Stock reported on this Statement.
(c) Except as otherwise set forth in this Statement, none of the Reporting Entities has effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock.
(e) Inapplicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Registration Rights
Pursuant to the Subscription Agreement, Immunome Aggregator, LP (following the Assignment), as well as the other stockholders party thereto, have certain customary registration rights with respect to the shares of Common Stock acquired in the Private Placement, subject to cut-back provisions and other terms and conditions of the Subscription Agreement.
Board Appointment Rights
Pursuant to a side letter to the Subscription Agreement, by and between the Issuer and Enavate Sciences, LP, Immunome Aggregator LP will have the right to nominate for election one member to the board of directors of the Issuer until the earlier of (a) the occurrence of certain change of control events with respect to the Issuer, (b) such time as Immunome Aggregator, LP (following the Assignment) ceases to hold, directly or indirectly, an aggregate of at least 6.0% of the outstanding shares of Common Stock and (c) June 29, 2030. Immunome Aggregator, LP’s initial nominee, Jim Boylan, was appointed to the board of directors of the Issuer at the closing of the Private Placement as a Class III director.

The foregoing descriptions of the arrangements under the Subscription Agreement and the side letter contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed herewith or incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
 

   

     
99.3





SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2023

 
 
Immunome Aggregator, LP
     
 
By:
/s/ James P. Boylan
 
Name: James P. Boylan
 
Title: Chief Executive Officer
   
 
Enavate Sciences, LP
   
 
By: Enavate Sciences GP, LLC
 
Its: General Partner
     
 
By:
/s/ James P. Boylan
 
Name: James P. Boylan
 
Title: Chief Executive Officer
   
 
Enavate Sciences GP, LLC
   
 
By: Enavate Sciences Holdings, LLC
 
Its: Sole Member
     
 
By:
/s/ James P. Boylan
 
Name: James P. Boylan
 
Title: Chief Executive Officer
   
 
Enavate Sciences Holdings, LLC
     
 
By:
/s/ James P. Boylan       
 
Name: James P. Boylan
 
Title: Chief Executive Officer


Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13D (and any amendment thereto) relating to the Common Stock of Immunome, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

  Immunome Aggregator, LP  
       

By:
/s/ James P. Boylan  
  Name: James P. Boylan  
  Title:
Chief Executive Officer
 


  Enavate Sciences, LP  
     
 
By: Enavate Sciences GP, LLC
Its: General Partner
 
       

By:
/s/ James P. Boylan  
  Name: James P. Boylan  
  Title: Chief Executive Officer  


  Enavate Sciences GP, LLC  
     
 
By: Enavate Sciences Holdings, LLC
Its: Sole Member
 
       

By:
/s/ James P. Boylan  
  Name: James P. Boylan  
  Title: Chief Executive Officer  


  Enavate Sciences Holdings, LLC  
       

By:
/s/ James P. Boylan  
  Name: James P. Boylan  
  Title: Chief Executive Officer  



Exhibit 99.3

Confidential


IMMUNOME, INC.
665 Stockton Drive
Exton, Pennsylvania 19341
June 29, 2023
Enavate Sciences, LP
106 W 56th Street (8th Floor)
New York, NY 10019
Re: Board Appointment Rights
Ladies and Gentlemen:
Reference is hereby made to the subscription agreement, dated as of June 29, 2023 (the “Subscription Agreement”), by and between Immunome, Inc. (the “Company”), and Enavate Sciences, LP (the “Enavate Investor”). This letter agreement (this “Agreement”) is being delivered in connection with the purchase by the Enavate Investor of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and the Enavate Investor’s entry into the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement.
1.
Board Appointment Rights.
(a)
The Company shall appoint an individual (the “Appointed Director”) nominated by the Enavate Investor, who shall initially be James Boylan, to the Company’s board of directors initially as a Class III director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2026), subject to the Closing and effective immediately on or after the Closing Date, by taking all necessary action by the Company or its board of directors to effect such appointment.
(b)
Upon the conclusion of each of the Appointed Director’s terms on the Company’s board of directors, the Company shall include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its reasonable efforts to cause the election of the Appointed Director and, in any event, the Company shall use substantially the same level of effort and provide substantially the same level of support with respect to the Appointed Director as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders and the election of the Company’s director nominees; provided that the Company’s board of directors determines in good faith and consistent with such directors’ fiduciary duties that such nominee meets the minimum qualifications established for director nominees as set forth in the Company’s Corporate Governance Guidelines as then in effect. Failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not, in and of itself, be deemed a breach of this Section 1.



(c)
Each Appointed Director shall (i) be subject to all of the Company’s policies, procedures, processes, codes, standards, guidelines and rules generally applicable to the Company’s directors, (ii) as a condition to his or her nomination and election to the Board of Directors, complete the Company’s standard director and officer questionnaire and furnish other reasonable and customary director documentation and information reasonably requested by the Company in connection with the election of members of the Company’s board of directors and generally applicable to the Company’s directors, (iii) qualify as an “independent director” as defined under the applicable listing standards and in accordance with applicable securities law, and (iv) shall be willing to serve on one or more committees of the board of directors.
(d)
The rights in this Section 1 shall terminate on the earlier to occur of (i) the occurrence of a Change of Control (as defined below); (ii) the date that the Enavate Investor (including Related Investors) holds less than 6.0% of the Company’s Common Stock; and (iii) the seven year anniversary of this Agreement (which anniversary the Company and Investor acknowledge will occur following the 2029 annual stockholder meeting at which the Class III directors, to the extent the Board of Directors is still classified, would be elected). For purposes of this Agreement, “Change of Control” means a sale, conveyance or other disposition of all or substantially all of the property or business of the Company (other than to a wholly-owned subsidiary of the Company), or a merger of consolidation with or into any other corporation or other business transaction or series of transactions as a result of which stockholders of the Company immediately prior to the transaction would hold less than a majority of the voting interests of the Company (or successor or parent company thereof) after the transaction; provided that a “Change of Control” shall not include (1) any transaction or series of related transaction principally for bona fide equity financing purposes or (2) the transactions contemplated by the Merger or the Subscription Agreement.
2.
Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
3.
Miscellaneous. This Agreement constitutes a valid and binding agreement of the Company and the Enavate Investor and shall survive the execution and delivery of the Subscription Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Subscription Agreement, the provisions of this Agreement shall prevail and be given effect. This Agreement may be amended or modified only upon the written consent of both the Company and the Enavate Investor. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, agents, administrators and other legal representatives. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]



 
Very truly yours,
 
 
 
IMMUNOME, INC.
 
 
 
By:  /s/ Purnanand D. Sarma                            
 
Name: Purnanand D. Sarma
 
Title: President and Chief Executive Officer
 
 


 
Agreed and Accepted:
 
 
 
ENAVATE SCIENCES, L.P.

By: Enavate Sciences GP, LLC
Its: General Partner
   
 
By: Enavate Sciences Holdings, LLC
Its: Managing Member
 
 


  By: /s/ James P. Boylan                                        
  Name: James P. Boylan
  Title: Chief Executive Officer


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