Immunome Grants Equity Awards to New Employees Under Nasdaq Listing Rule 5635(c)(4) as Part of Talent Expansion Strategy
Immunome, Inc. (Nasdaq: IMNM), a clinical-stage biotechnology company pioneering innovative cancer therapies with a focus on first-in-class and best-in-class antibody-based treatments, announced that it has granted equity-based inducement awards to nine newly hired employees. These grants were approved by the Compensation Committee of the Board of Directors on May 1, 2025, and are intended to align the interests of new talent with long-term shareholder value while reinforcing the Company’s ongoing commitment to recruiting and retaining high-caliber professionals in the biotechnology and oncology space.
The inducement awards consist of non-statutory stock options to purchase a total of 164,500 shares of Immunome’s common stock. These awards were issued pursuant to the Company’s 2024 Inducement Plan, a stock incentive program specifically designed to support growth initiatives and strategic hires. The grants were made in accordance with Nasdaq Listing Rule 5635(c)(4), which provides an exemption for equity awards granted as a material inducement to employment for individuals entering into new roles at publicly traded companies.
Purpose of Inducement Awards
The issuance of equity awards under Nasdaq Listing Rule 5635(c)(4) is a common mechanism used by growth-stage biotechnology firms to attract experienced professionals in a highly competitive labor market. These inducement awards are intended to serve as a strong incentive for new employees to drive the company’s mission forward while fostering a culture of ownership, accountability, and innovation.
By offering stock options that provide employees with the potential to share in the future success of the company, Immunome is taking proactive steps to ensure that its workforce is invested in both operational execution and strategic value creation. These awards also serve to bridge the compensation expectations of industry veterans who may be transitioning from established pharmaceutical or biotechnology firms.
Terms of the Grants
Each stock option granted on May 1, 2025, carries an exercise price of $8.86 per share, which represents the closing price of Immunome’s common stock on the Nasdaq Capital Market on the date of grant. This pricing ensures that the equity awards hold value only if the company performs well and its stock appreciates over time, thereby directly linking employee rewards to shareholder gains.
The options are structured with a standard four-year vesting schedule designed to encourage long-term retention. Under the terms of the grant, 25% of the shares subject to each option will vest on the first anniversary of the employee’s vesting commencement date. The remaining 75% will vest in equal monthly installments over the subsequent 36 months, contingent upon the employee’s continued service with the company through the applicable vesting dates.
These stock options are issued pursuant to and governed by the terms of Immunome’s 2024 Inducement Plan, as well as the specific terms outlined in the applicable stock option agreements provided to each employee. The awards are non-transferable and are subject to forfeiture provisions in the event of termination of employment prior to full vesting.
Strengthening the Team for Strategic Growth
The addition of nine new team members comes at a critical juncture for Immunome, which is advancing a robust pipeline of targeted oncology therapeutics, including monoclonal antibodies that leverage the human immune system to selectively target cancer cells. The company has recently announced several advancements in preclinical and early clinical development programs and is preparing for the initiation of multiple clinical trials over the next 12 to 18 months.
These new hires are expected to play key roles across research, clinical operations, regulatory affairs, and corporate development functions. Their appointments reflect Immunome’s broader strategy of scaling operations and capabilities in alignment with its long-term corporate objectives. The company continues to prioritize investment in talent acquisition to ensure it has the leadership and scientific expertise required to bring first-in-class therapies to market.
According to the Company, the newly granted equity awards underscore its commitment to offering competitive and comprehensive compensation packages that reward innovation, collaboration, and performance. By granting equity at the outset of employment, Immunome ensures that new hires are immediately incentivized to contribute meaningfully to the company’s vision of transforming cancer treatment.
Nasdaq Listing Rule 5635(c)(4): A Regulatory Perspective
Nasdaq Listing Rule 5635(c)(4) allows public companies to issue equity compensation outside of shareholder-approved equity plans if the grants are issued as a “material inducement” to new employment. This regulatory provision is particularly valuable for high-growth companies in the life sciences sector, which often need to move quickly to secure top-tier talent amid industry competition.
The inducement exception allows companies like Immunome to strategically issue equity-based incentives to attract executives, scientists, and other professionals without the delay and administrative burden of shareholder approval. It also enables flexibility in designing customized compensation arrangements tailored to the needs of individual candidates.
In keeping with Nasdaq’s transparency requirements, Immunome publicly disclosed the details of these inducement grants, including the aggregate number of shares subject to the awards, the exercise price, vesting schedule, and governing plan documentation. Such disclosures are designed to ensure investor awareness and promote governance best practices in equity compensation.
Commitment to Shareholder Alignment
By aligning employee compensation with long-term company performance, Immunome reinforces a shareholder-first philosophy. The structure of the stock option grants ensures that employees are rewarded only if the company’s stock price appreciates, which in turn benefits all shareholders. This alignment of interests is particularly important for emerging biotechnology companies, where capital efficiency, scientific execution, and investor confidence are critical to success.
Immunome’s 2024 Inducement Plan, under which the current equity grants were issued, was specifically created to provide flexibility in attracting and retaining key personnel outside of the company’s existing equity incentive plans, which are subject to shareholder approval. This plan is used solely for grants that qualify under Nasdaq Listing Rule 5635(c)(4) and is not used for broad-based compensation.
Immunome continues to build momentum as it progresses its clinical and preclinical programs. The company is focused on delivering differentiated cancer treatments that offer meaningful clinical benefit to patients with high unmet medical needs. As it transitions from a development-stage enterprise to a more mature clinical organization, building a strong and committed team remains a top priority.
With these recent inducement grants, Immunome signals its dedication to cultivating a workforce capable of achieving its ambitious goals. By offering competitive, equity-based incentives, the company seeks to maintain a culture of excellence and innovation that will drive future value creation for patients, partners, and shareholders alike.
