Immunome buys licensed Zentalis ROR1 assets for 1,805,502 shares

Immunome, Inc. (IMNM) disclosed in an 8-K that it bought the assets it had licensed from Zentalis Pharmaceuticals, Inc. On October 25, 2024, Immunome, Zentalis and Zeno Management, Inc., a wholly owned Zentalis subsidiary, signed an Asset Purchase Agreement. The assets include Zentalis' antibody-drug conjugate platform technology, ROR1 antibodies and ADCs targeting ROR1.

As consideration, Immunome issued Zentalis 1,805,502 shares of common stock. It must also pay Zentalis $5,000,000 in cash if a developmental milestone is achieved. That milestone was already part of the license agreement dated January 5, 2024, and Immunome agreed to use commercially reasonable efforts to reach it.

The license agreement ended automatically when the purchase closed, which ended Immunome's contingent milestone and royalty payment obligations under it. Certain accrued rights and obligations under the license agreement survive the closing.

Under a stock issuance agreement, Zentalis agreed to standstill restrictions that expire on the one-year anniversary of the agreement's effective date. Until the six-month anniversary of closing, Zentalis will hold and not sell more than 50% of the shares, subject to exceptions. Immunome agreed to use commercially reasonable efforts to file a resale registration statement within 30 days after closing.

The shares were issued under the Section 4(a)(2) exemption from registration.

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