As filed with the Securities and Exchange Commission on August 11, 2026
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOME, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0694340 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
18702 N. Creek Parkway, Suite 100
Bothell, WA 98011
(Address of Principal Executive Offices)
Immunome, Inc. 2024 Inducement Plan, as amended
(Full titles of the plans)
Clay Siegall, Ph.D.
Chief Executive Officer
Immunome, Inc.
18702 N. Creek Parkway, Suite 100
Bothell, WA 98011
(425) 939-7410
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq.
Carlos Ramirez, Esq.
Dylan Kornbluth, Esq.
Cooley LLP
10265 Science Center Drive
San Diego, California 92121
Tel: (858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Immunome, Inc. (the “Registrant”) for the purpose of registering an additional 1,500,000 shares of common stock, par value $0.0001 per share, of the Registrant (the “Additional Shares”) that became issuable under the Immunome, Inc. 2024 Inducement Plan, as amended (the “Plan”).
The Additional Shares are securities of the same class as other securities for which previous Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2025 (File No. 333-285930) and March 3, 2026 (File No. 333-293971) (together, the Prior Registration Statements). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 3, 2026; (b)The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K from the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2026; and (c)The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, filed with the Commission on May 12, 2026 and August 11, 2026, respectively. (d)The Registrant's Current Report on Form 8-K filed with the Commission on June 12, 2026. (e)The description of the Registrant’s Common Stock set forth in the Registration Statement on Form 8-A filed with the Commission on September 30, 2020, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on August 11, 2026.
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IMMUNOME, INC. |
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By: |
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/s/ Clay Siegall |
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Clay Siegall, Ph.D. |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Clay Siegall, Ph.D. and Max Rosett, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ Clay Siegall |
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President, Chief Executive Officer and Chairman of the Board of Directors |
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August 11, 2026 |
Clay Siegall, Ph.D. |
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(Principal Executive Officer) |
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/s/ Max Rosett |
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Chief Financial Officer |
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August 11, 2026 |
Max Rosett |
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(Principal Financial and Accounting Officer) |
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/s/ Isaac Barchas |
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Director |
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August 11, 2026 |
Isaac Barchas |
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/s/ Jean-Jacques Bienaimé |
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Director |
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August 11, 2026 |
Jean-Jacques Bienaimé |
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/s/ James Boylan |
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Director |
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August 11, 2026 |
James Boylan |
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/s/ Carol Schafer |
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Director |
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August 11, 2026 |
Carol Schafer |
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/s/ Sandra M. Swain |
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Director |
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August 11, 2026 |
Sandra M. Swain, M.D. |
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/s/ Philip Wagenheim |
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Director |
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August 11, 2026 |
Philip Wagenheim |
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