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Inmagene Biopharmaceuticals Announces Completion of Merger with Ikena Oncology and Concurrent Private Placement of $75 Million

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ImageneBio, Inc. (NASDAQ: IMA) has completed its merger with Ikena Oncology, combining their operations with a concurrent $75 million private placement from investors including Deep Track Capital, Foresite Capital, and RTW Investments. The merged entity will begin trading on July 28, 2025, under the ticker symbol "IMA".

The transaction includes a 1-for-12 reverse stock split of Ikena's common stock. Post-merger ownership structure comprises 43.1% Inmagene legacy holders, 35.3% Ikena legacy holders, and 21.6% new investors, with approximately 11.6 million shares outstanding. The company, led by CEO Dr. Kristin Yarema, will continue developing IMG-007, a non-depleting anti-OX40 monoclonal antibody, with Phase 2b topline data in atopic dermatitis expected in Q4 2026.

ImageneBio, Inc. (NASDAQ: IMA) ha completato la fusione con Ikena Oncology, unendo le loro attività grazie a un collocamento privato da 75 milioni di dollari con investitori tra cui Deep Track Capital, Foresite Capital e RTW Investments. La società risultante inizierà a essere quotata il 28 luglio 2025 con il simbolo "IMA".

L'operazione prevede un raggruppamento azionario inverso 1-per-12 delle azioni ordinarie di Ikena. La struttura azionaria post-fusione sarà composta da 43,1% detentori legacy di Imagene, 35,3% detentori legacy di Ikena e 21,6% nuovi investitori, con circa 11,6 milioni di azioni in circolazione. La società, guidata dal CEO Dr.ssa Kristin Yarema, continuerà lo sviluppo di IMG-007, un anticorpo monoclonale anti-OX40 non esauribile, con dati di fase 2b per la dermatite atopica attesi nel quarto trimestre del 2026.

ImageneBio, Inc. (NASDAQ: IMA) ha completado su fusión con Ikena Oncology, combinando sus operaciones junto con una colocación privada de 75 millones de dólares por parte de inversores como Deep Track Capital, Foresite Capital y RTW Investments. La entidad fusionada comenzará a cotizar el 28 de julio de 2025 bajo el símbolo "IMA".

La transacción incluye una consolidación inversa de acciones 1 por 12 de las acciones comunes de Ikena. La estructura accionarial posterior a la fusión comprende un 43,1% para los accionistas legacy de Imagene, un 35,3% para los accionistas legacy de Ikena y un 21,6% para nuevos inversores, con aproximadamente 11,6 millones de acciones en circulación. La compañía, liderada por la CEO Dra. Kristin Yarema, continuará desarrollando IMG-007, un anticuerpo monoclonal anti-OX40 no agotable, con datos principales de la fase 2b en dermatitis atópica esperados para el cuarto trimestre de 2026.

ImageneBio, Inc. (NASDAQ: IMA)는 Ikena Oncology와의 합병을 완료했으며, Deep Track Capital, Foresite Capital, RTW Investments를 포함한 투자자들로부터 7,500만 달러 규모의 사모 투자를 동시에 유치했습니다. 합병된 회사는 2025년 7월 28일부터 "IMA"라는 티커 심볼로 거래를 시작합니다.

이번 거래에는 Ikena 보통주의 1대 12 역병합이 포함되어 있습니다. 합병 후 소유 구조는 Imagene 기존 주주 43.1%, Ikena 기존 주주 35.3%, 신규 투자자 21.6%로 구성되며, 약 1,160만 주가 발행됩니다. CEO Dr. Kristin Yarema가 이끄는 회사는 비소모성 항-OX40 단일클론항체인 IMG-007 개발을 계속하며, 아토피 피부염에 대한 2b상 주요 데이터는 2026년 4분기에 발표될 예정입니다.

ImageneBio, Inc. (NASDAQ : IMA) a finalisé sa fusion avec Ikena Oncology, combinant leurs opérations avec un placement privé de 75 millions de dollars simultané auprès d'investisseurs tels que Deep Track Capital, Foresite Capital et RTW Investments. L'entité fusionnée commencera à être cotée le 28 juillet 2025 sous le symbole "IMA".

La transaction inclut un regroupement d'actions inversé de 1 pour 12 des actions ordinaires d'Ikena. La structure de propriété post-fusion comprend 43,1 % des anciens actionnaires d'Imagene, 35,3 % des anciens actionnaires d'Ikena et 21,6 % de nouveaux investisseurs, avec environ 11,6 millions d'actions en circulation. La société, dirigée par la PDG Dr Kristin Yarema, poursuivra le développement de IMG-007, un anticorps monoclonal anti-OX40 non épuisable, avec des données principales de phase 2b sur la dermatite atopique attendues au quatrième trimestre 2026.

ImageneBio, Inc. (NASDAQ: IMA) hat die Fusion mit Ikena Oncology abgeschlossen und dabei eine gleichzeitige Privatplatzierung in Höhe von 75 Millionen US-Dollar von Investoren wie Deep Track Capital, Foresite Capital und RTW Investments durchgeführt. Das fusionierte Unternehmen wird ab dem 28. Juli 2025 unter dem Tickersymbol "IMA" gehandelt.

Die Transaktion beinhaltet eine 1-zu-12 Reverse-Aktienzusammenlegung der Stammaktien von Ikena. Die Eigentümerstruktur nach der Fusion setzt sich zusammen aus 43,1 % ehemaligen Inhabern von Imagene, 35,3 % ehemaligen Inhabern von Ikena und 21,6 % neuen Investoren, mit etwa 11,6 Millionen ausstehenden Aktien. Das Unternehmen unter der Leitung von CEO Dr. Kristin Yarema wird die Entwicklung von IMG-007, einem nicht erschöpfbaren Anti-OX40 monoklonalen Antikörper, fortsetzen, wobei die Topline-Daten der Phase 2b bei atopischer Dermatitis im vierten Quartal 2026 erwartet werden.

Positive
  • Secured substantial $75 million private placement from prominent healthcare investors
  • Strategic merger creates stronger combined entity with focus on immunological/autoimmune treatments
  • Promising Phase 2b trial of IMG-007 for atopic dermatitis ongoing
  • Maintains Nasdaq listing, providing continued access to capital markets
Negative
  • Significant dilution through reverse stock split and merger transaction
  • Phase 2b trial results not expected until Q4 2026, indicating long wait for clinical validation
  • Integration risks associated with merger execution

Insights

Inmagene-Ikena merger creates ImageneBio with $75M funding, strengthening pipeline focused on OX40 inhibition for immunological diseases.

The merger between Inmagene Biopharmaceuticals and Ikena Oncology (formerly IKNA) has successfully completed, creating ImageneBio which will trade under the ticker IMA starting July 28. This strategic transaction brings together two complementary companies with a $75 million concurrent private placement from notable healthcare investors including Deep Track Capital, Foresite Capital, and RTW Investments.

The deal structure gives former Inmagene shareholders 43.1% ownership of the combined entity, while Ikena shareholders retain 35.3%, and new investors hold 21.6%. As part of the transaction, Ikena implemented a significant 1-for-12 reverse stock split, resulting in approximately 11.6 million shares outstanding post-merger.

Critically, this merger refocuses the company on immunological/autoimmune and inflammatory disease treatments rather than oncology. The flagship asset, IMG-007, is a non-depleting anti-OX40 monoclonal antibody currently in Phase 2b trials for atopic dermatitis with topline results expected in Q4 2026. The OX40 pathway is a compelling immunological target that could potentially address multiple inflammatory conditions with high unmet need.

The appointment of Dr. Kristin Yarema as CEO signals a leadership transition aligned with the new therapeutic focus. With substantial capital from the private placement, ImageneBio appears positioned to fund the ongoing Phase 2b trial and potentially expand the development of IMG-007 into additional indications. This merger represents a significant pipeline prioritization, moving from Ikena's previous oncology focus to Inmagene's immunology assets.

The combined company will operate under the name “ImageneBio, Inc.” and will begin trading on Nasdaq under the ticker symbol “IMA” at market open on Monday, July 28, 2025

ImageneBio, Inc. will continue to drive the ongoing Phase 2b clinical trial of non-depleting anti-OX40 monoclonal antibody, IMG-007, in patients with moderate-to-severe atopic dermatitis

Phase 2b topline readout for IMG-007 in atopic dermatitis expected in the fourth quarter of 2026

SAN DIEGO, July 25, 2025 (GLOBE NEWSWIRE) -- Inmagene Biopharmaceuticals (“Inmagene”), a clinical stage biotechnology company dedicated to developing disease-modifying treatments for immunological/autoimmune and inflammatory (“I&I”) diseases, today announced the completion of its previously announced merger with Ikena Oncology, Inc. (Nasdaq: IKNA) (“Ikena”). The combined company will operate under the name ImageneBio, Inc. (“ImageneBio”) and will trade on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “IMA” beginning at market open on July 28, 2025.

Concurrent with the closing of the merger, Inmagene and Ikena completed a $75.0 million private placement with a syndicate of existing and new investors including Deep Track Capital, Foresite Capital, RTW Investments, and existing Ikena investors such as BVF Partners L.P., Blue Owl Healthcare Opportunities, Omega Funds, and OrbiMed. The combined company will be led by Kristin Yarema, Ph.D., as its Chief Executive Officer, as announced earlier this week.

“We are pleased with the outcome of this transaction and are well-positioned to advance IMG-007 into late-stage development. OX40 inhibition is a promising approach that may have the potential to treat a broad range of immunological and inflammatory diseases where patients continue to wait for more and novel treatment options. We are excited about the emerging profile of IMG-007, which we believe will prove to be differentiated, and we look forward to executing our development plan in atopic dermatitis and potentially initiating studies in additional indications,” commented Dr. Kristin Yarema.

Additionally, in connection with the completion of the transaction and as recently approved by Ikena’s shareholders, Ikena implemented a reverse split of its common stock at a ratio of 1-for-12 shares. Following the reverse stock split and based on the final exchange ratio of approximately 0.003051 shares of Ikena common stock for each Inmagene share, immediately following the closing of the merger, the legacy equity holders of Inmagene owned approximately 55.0% of the combined company’s outstanding common stock and the legacy equity holders of Ikena owned approximately 45.0% of the combined company’s outstanding common stock, in each case, on a fully diluted basis. Following the consummation of the concurrent private placement, the legacy equity holders of Inmagene owned approximately 43.1% of the combined company’s outstanding common stock, the legacy equity holders of Ikena owned approximately 35.3% of the combined company’s outstanding common stock, and the investors in the concurrent financing owned approximately 21.6% of the combined company’s outstanding common stock, in each case, on a fully diluted basis. Following the reverse stock split, the closing of both the merger and concurrent financing, ImageneBio will have approximately 11.6 million shares of common stock outstanding. ImageneBio’s shares are expected to begin trading on Nasdaq at market open on July 28, 2025 under the ticker symbol “IMA” and new CUSIP number, 45175G 207.

Advisors
Goodwin Procter LLP served as legal counsel to Ikena, and Cooley LLP served as legal counsel to Inmagene. Leerink Partners LLC served as exclusive financial advisor to Ikena. Evercore served as exclusive financial advisor to Inmagene.

About ImageneBio, Inc.
ImageneBio is a clinical-stage biotechnology company that boldly imagines a world where patients can be free from the burden of grievous immunological/autoimmune and inflammatory (“I&I”) diseases. Imagene’s purpose is to globally develop new medicines with differentiated profiles that can effectively control and change the course of I&I diseases for affected patients, treat their symptoms, and improve quality of life. The company’s lead asset IMG-007, a nondepleting anti-OX40 monoclonal antibody, recently completed Phase 2a clinical trials in atopic dermatitis and alopecia areata. ImageneBio is currently conducting a Phase 2b clinical trial of IMG-007 in patients with moderate-to-severe atopic dermatitis. For more information, please visit www.inmagenebio.com.

About IMG-007
IMG-007 is an investigational, non-depleting monoclonal antibody targeting OX40, a receptor protein primarily found on activated human T cells. When OX40 binds its ligand OX40L in human tissue, the signal generated plays a key role in the activation, expansion, and survival for many subtypes of T cells. Targeted inhibition of OX40 is thus an emerging potential therapeutic strategy to treat a wide range of I&I diseases where aberrant signaling of one or more T cell subtypes is believed to drive disease. IMG-007 has been engineered to include a silenced antibody-dependent cell-mediated cytotoxicity function to avoid T cell depletion or killing, to minimize safety risk. This technology also resulted in extended half-life to prolong therapeutic activity with the aim of maximizing time between doses for a patient. In Phase 2a trials in patients with moderate-to-severe atopic dermatitis and severe alopecia areata, IMG-007 exhibited sustained clinical and pharmacodynamic activity and was well tolerated. IMG-007 was originally discovered by HUTCHMED. Clinical development is ongoing: additional information about the ongoing Phase 2b trial in moderate-to-severe atopic dermatitis is available at www.clinicaltrials.gov using identifier: NCT07037901.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the anticipated benefits of the merger; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “IMA” and on a post-reverse stock split basis; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential value and benefits of IMG-007; planned or anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results and the potential initiation of studies in additional indications; the expected leadership of the combined company; the potential to receive and distribute any proceeds pursuant to the contingent value rights agreement of Ikena and contingent value rights agreement of Inmagene; and other statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. All statements other than statements of historical fact contained in this press release are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management of each of Inmagene and Ikena. There can be no assurance that future developments affecting the combined company or any future transactions or distributions described herein will be those that have been anticipated.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond ImageneBio’s control. ImageneBio’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: risks associated with the possible failure to realize certain anticipated benefits of the merger, including with respect to future financial and operating results; potential litigation relating to the transaction that could be instituted against the combined company or its directors; risks related to the commencement of shares to begin trading on Nasdaq; the uncertainties associated with the combined company’s current and future product candidates, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the completion of clinical trials and potential safety and other complications thereof; the significant net losses that the combined company has incurred since inception; the combined company’s ability to initiate and complete ongoing and planned preclinical studies and clinical trials and advance its product candidates through clinical development; the timing of the availability of data from the combined company’s clinical trials; the outcome of preclinical testing and clinical trials of the combined company’s product candidates, including the ability of those trials to satisfy relevant governmental or regulatory requirements; pre-clinical and clinical results may not be indicative of results that may be observed in the future; the combined company’s plans to research, develop and commercialize IMG-007 or its future product candidates; the clinical utility, potential benefits and market acceptance of the combined company’s product candidates; the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all; the combined company’s ability to attract, hire, and retain skilled executive officers and employees; the combined company’s ability to protect its intellectual property and proprietary technologies; the combined company’s reliance on third parties, contract manufacturers, and contract research organizations; the possibility that the combined company may be adversely affected by other economic, political, business, or competitive factors; risks associated with changes in applicable laws or regulations or government resources and policies; and the possibility that contingent value rights holders of legacy Ikena and contingent value rights holders of legacy Inmagene may never receive any proceeds pursuant to the Ikena contingent value rights agreement and Inmagene contingent value rights agreement. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in Ikena’s periodic filings with the Securities and Exchange Commission (the “SEC”), including the factors described in the section titled “Risk Factors” in Ikena’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on July 24, 2025, as well as the Form S-4, as amended (File No. 333- 285881), initially filed by Ikena with the SEC on March 18, 2025, and declared effective on June 11, 2025 and other documents subsequently filed with or furnished by the combined company to the SEC.

You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Except as may be required under applicable law, ImageneBio expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in the combined company.

ImageneBio Contact:
Anna Vardanyan
vardanyana@inmagenebio.com

Brian Ritchie
britchie@lifesciadvisors.com


FAQ

What is the exchange ratio for the Inmagene and Ikena Oncology merger?

The final exchange ratio is approximately 0.003051 shares of Ikena common stock for each Inmagene share, following a 1-for-12 reverse stock split.

When will ImageneBio (IMA) start trading on Nasdaq?

ImageneBio will begin trading on Nasdaq under the ticker symbol IMA at market open on July 28, 2025.

How much was the private placement for ImageneBio's merger?

The concurrent private placement was $75.0 million, with investors including Deep Track Capital, Foresite Capital, RTW Investments, and existing Ikena investors.

What is the ownership structure of ImageneBio after the merger?

Post-merger and financing, Inmagene legacy holders own 43.1%, Ikena legacy holders own 35.3%, and new investors own 21.6% of the combined company.

When are the Phase 2b results expected for IMG-007 in atopic dermatitis?

The Phase 2b topline readout for IMG-007 in atopic dermatitis is expected in the fourth quarter of 2026.
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