UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Immunome, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
45257U108
(CUSIP Number)
October 2, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 |
Name of Reporting Person
Redmile Group, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
|
number
of |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
3,879,415 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
3,879,415 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,879,415 (1) |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
9.1%(2) |
| 12 |
Type of Reporting Person (See Instructions)
IA, OO |
(1) Redmile Group, LLC’s beneficial ownership of the Issuer’s common shares (“Common Stock”) is comprised of 3,879,415 shares of Common Stock directly owned by Redmile Biopharma Investments III, L.P. (the “Fund”), which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Fund. In such capacity, Redmile Group, LLC exercises voting and investment power over all of the shares held by the Fund. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on 42,729,097 shares of Common Stock outstanding as of October 2, 2023 immediately following the consummation of the reverse merger transaction between the Issuer and Morphimmune, Inc. (the “Merger”) and the Issuer’s private placement of Common Stock to certain investors, including the Fund (the “PIPE Financing”), as reported by the Issuer in the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2023 (the “Form 8-K”).
CUSIP No. 45257U108
| 1 |
Name of Reporting Person
Jeremy C. Green |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
4 |
Citizenship or Place of Organization
United Kingdom |
|
number
of |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
3,879,415 (3) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
3,879,415 (3) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,879,415 (3) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
9.1%(4) |
| 12 |
Type of Reporting Person (See Instructions)
IN, HC |
(3) Jeremy C. Green’s beneficial ownership of the Common Stock is comprised of 3,879,415 shares of Common Stock directly owned by the Fund, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Fund. In such capacity, Redmile Group, LLC exercises voting and investment power over all of the shares held by the Fund. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(4) Percentage based on 42,729,097 shares of Common Stock outstanding as of October 2, 2023 immediately following the consummation of the Merger and the PIPE Financing, as reported by the Issuer in the Form 8-K.
CUSIP No. 45257U108
| 1 |
Name of Reporting Person
Redmile Biopharma Investments III, L.P. |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
|
number
of |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
3,879,415 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
3,879,415 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,879,415 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
9.1% (5) |
| 12 |
Type of Reporting Person (See Instructions)
PN |
(5) Percentage based on 42,729,097 shares of Common Stock outstanding as of October 2, 2023 immediately following the consummation of the Merger and the PIPE Financing, as reported by the Issuer in the Form 8-K.
Item 1.
| (a) | Name of Issuer |
Immunome, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices |
665 Stockton Drive, Suite 300 Exton, Pennsylvania 19341 |
Item 2.
| (a) | Names of Persons Filing |
| Redmile Group, LLC Jeremy C. Green Redmile Biopharma Investments III, L.P. |
| (b) | Address of Principal Business office or, if None, Residence |
| Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129 |
| Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 |
|
Redmile Biopharma Investments III, L.P. c/o Redmile Group, LLC |
| (c) | Citizenship |
| Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom Redmile Biopharma Investments III, L.P.: Delaware |
| (d) | Title of Class of Securities |
Common Stock, $0.0001 par value per share |
| (e) | CUSIP Number |
45257U108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
| Redmile Group, LLC – 3,879,415 (1) Jeremy C. Green – 3,879,415 (1) Redmile Biopharma Investments III, L.P. – 3,879,415 |
| (b) | Percent of class: |
| Redmile Group, LLC – 9.1% (2) Jeremy C. Green – 9.1% (2) Redmile Biopharma Investments III, L.P. – 9.1% (2) |
| (c) | Number of shares as to which Redmile Group, LLC has: |
| (i) | Sole power to vote or to direct the vote: |
| 0 |
| (ii) | Shared power to vote or to direct the vote: |
3,879,415 (1) |
| (iii) | Sole power to dispose or to direct the disposition of: |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
3,879,415 (1) |
| Number of shares as to which Jeremy C. Green has: |
| (i) | Sole power to vote or to direct the vote: |
| 0 |
| (ii) | Shared power to vote or to direct the vote: |
3,879,415 (1) |
| (iii) | Sole power to dispose or to direct the disposition of: |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
3,879,415 (1) |
| Number of shares as to which Redmile Biopharma Investments III, L.P. has: |
| (i) | Sole power to vote or to direct the vote: |
| 0 |
| (ii) | Shared power to vote or to direct the vote: |
3,879,415 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
3,879,415 |
| (1) | The Issuer’s common shares reported herein are held directly by Redmile Biopharma Investments III, L.P. (the “Fund”), for which Redmile Group, LLC is the investment manager and, in such capacity, exercises voting and investment power over all of the common shares held by the Fund and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. |
| (2) | Percentage based on 42,729,097 shares of Common Stock outstanding as of October 2, 2023 immediately following the consummation of the reverse merger transaction between the Issuer and Morphimmune Inc., and the Issuer’s private placement of Common Stock to certain investors, including the Fund, as reported by the Issuer in the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨ |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| N/A. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| See the response to Item 4. |
| Item 8. | Identification and Classification of Members of the Group. |
| N/A |
| Item 9. | Notice of Dissolution of Group. |
| N/A |
| Item 10. | Certifications. |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2023
|
Redmile Group, LLC | ||
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||
| /s/ Jeremy C. Green | ||
| Jeremy C. Green | ||
|
Redmile Biopharma Investments III, L.P. By: Redmile Biopharma Investments III (GP), LLC, its general partner | ||
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||