Immunome Inc美股招股说明书(2025-01-29版)

Theinformation in this preliminary prospectus supplement is not complete and may be changed.A registration statement relating to these securities has been filed with theSecuritiesand Exchange Commission and is effective.This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities andthey are not soliciting an offer to buy these securities in any jurisdiction where the offer orsale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-277036 SUBJECT TO COMPLETION, DATED JANUARY 29, 2025 Preliminary Prospectus Supplement(To prospectus dated February 13, 2024) $125,000,000 Common stock We are offering $125,000,000 of shares of our common stock. Our common stock is traded on the Nasdaq Capital Market under the symbol“IMNM.” On January 28, 2025, the last reported sale price of our common stockon the Nasdaq Capital Market was $9.24 per share. The final public offering pricewill be determined through negotiation between us and the lead underwriters inthe offering and the recent market price used throughout this prospectussupplement may not be indicative of the actual offering price. We are an “emerging growth company” as that term is used in the Jumpstart OurBusiness Startups Act of 2012 and a “smaller reporting company” as definedunder the federal securities laws and, as such, have elected to comply withcertain reduced public company disclosure and reporting requirements. (1) See “Underwriting” for a description of the compensation payable to the underwriters. Clay Siegall, our Chief Executive Officer and Chairman of the Board, hasindicated an interest in purchasing up to an aggregate of approximately$1.0 million of the shares of our common stock offered by us in this offering atthe public offering price. However, because indications of interest are not bindingagreements or commitments to purchase, the underwriters may determine to sell more, fewer or no shares of our common stock in this offering to him, or he maydetermine to purchase more, fewer or no shares of our common stock in thisoffering. The underwriters will receive the same underwriting discount andcommissions with respect to shares of our common stock sold to Dr. Siegall asthey will with respect to any other shares of our common stock sold to the publicin this offering. We have granted the underwriters an option to purchase up to an additional$18,750,000 of shares of our common stock from us at the public offering price,less underwriting discounts and commissions, within 30 days from the date ofthis prospectus supplement. See “Underwriting” for more information. Investing in our common stock involves a high degree of risk. You shouldreview carefully the risks and uncertainties described under the heading“Risk factors” beginning on page S-5 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about,2025. J.P. MorganTD CowenLeerinkPartnersGuggenheim Securities Wedbush PacGrow , 2025 Table of contents Prospectus supplementAbout this prospectus supplementS-iiProspectus supplement summaryS-1The offeringS-3Risk factorsS-5Special note regarding forward-looking statementsS-7Use of proceedsS-9DilutionS-10Material U.S. federal income tax consequences to non-U.S. holdersS-12UnderwritingS-16Legal mattersS-27ExpertsS-27Where you can find more informationS-27Incorporation of certain information by referenceS-27ProspectusAbout this prospectusiiProspectus summary1Risk factors5Special note regarding forward-looking statements6Use of proceeds7 Description of capital stock8Description of debt securities12Description of warrants19Legal ownership of securities22Plan of distribution25Legal matters27Experts28Where you can find more information29Incorporation of certain information by reference30 About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, whichdescribes the terms of this offering of common stock and also adds to and updatesinformation contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part, the accompanying prospectus dated February 13,2024, including the documents incorporated by reference therein, provides moregeneral information. Generally, when we refer to this prospectus, we are referring toboth parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the Securities and Exc