[8-K] Ikena Oncology, Inc. Reports Material Event

Rhea-AI Filing Summary

Ikena Oncology (IKNA) filed an 8-K announcing its board has declared a one-time special dividend of one contingent value right (CVR) for every outstanding share held as of the close of business on 24 Jul 2025. The CVRs are being issued in connection with the previously disclosed two-step merger with Inmagene Biopharmaceuticals.

Under the contemplated CVR Agreement, holders will receive (i) 100% of net proceeds, if any, from milestone, royalty or earn-out payments tied to dispositions of IKNA’s pre-merger assets and (ii) 90% of net proceeds from dispositions executed within one year after closing, both after permitted deductions (taxes, expenses, litigation and wind-down costs). If no such proceeds arise during the CVR term, the CVRs will expire worthless.

The merger structure remains unchanged: Merger Sub I merges into Inmagene, followed immediately by Inmagene into Merger Sub II, creating a wholly-owned subsidiary of IKNA. Forward-looking statements caution that closing conditions, expense control, legal proceedings and asset-sale milestones may affect both the merger and any CVR payout.

Positive

• Special dividend of CVRs gives shareholders potential upside from future monetisation of legacy assets without additional investment.
• Asset-specific payout structure aligns management and investors by segregating pre-merger value from the new combined entity.

Negative

• CVR payments are not guaranteed; holders receive nothing if asset sales or milestones do not materialise.
• Merger closing risk and numerous contingencies could delay or nullify both the transaction and any CVR value.

Insights

Biotechnology Equity Analyst

TL;DR: CVR dividend offers upside but value highly uncertain until asset sales close.

The CVR distribution transfers potential future proceeds from IKNA’s legacy oncology programs to shareholders as the company pivots via the Inmagene merger. Payout mechanics—100% of pre-merger asset proceeds and 90% of certain post-merger proceeds—could unlock non-dilutive cash, yet no minimum is guaranteed. Strategically, the CVR cleans IKNA’s balance sheet for the combined entity and aligns investors by ring-fencing legacy economics. Because proceeds depend on third-party milestones and deal closings, timing and magnitude remain speculative. Overall market impact is neutral: shareholders gain a free option, but intrinsic value is unquantified and contingent on an as-yet unconsummated merger.

M&A Risk Specialist

TL;DR: CVRs mitigate value leakage risk but underline significant closing uncertainties.

The two-step Cayman merger structure requires multiple regulatory and procedural approvals; any delay nullifies near-term synergy capture. Issuing CVRs now can placate shareholders concerned about divesting non-core oncology assets during the merger. However, the filing explicitly itemises eight separate risk factors—closing conditions, litigation, cost overrun, asset-sale failures—highlighting the fragile path to any eventual payout. From a transaction-risk standpoint, the disclosure is balanced yet signals that investors should discount CVR value heavily until milestones mature.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

IKENA ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40287		81-1697316
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Ikena Oncology, Inc.

645 Summer Street, Suite 101

Boston, Massachusetts 02210

(Address of principal executive offices, including zip code)

(857) 273-8343

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trade Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		IKNA		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

As previously announced, on December 23, 2024, Ikena Oncology, Inc., a Delaware corporation (“Ikena”), Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Ikena (“Merger Sub I”), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Ikena (“Merger Sub II”), and Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Inmagene”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Inmagene, pursuant to which Merger Sub I will cease to exist and will be struck off the Register of Companies by the Registrar of Companies in the Cayman Islands (the “Registrar of Companies”), with Inmagene surviving (the “Surviving Entity”) such merger as a direct, wholly owned subsidiary of Ikena (the “First Merger”), and immediately after the First Merger, the Surviving Entity will merge with and into Merger Sub II, pursuant to which Inmagene will cease to exist and will be struck off the Register of Companies by the Registrar of Companies, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Ikena (the “Second Merger” and, collectively with the First Merger, as appropriate, the “Merger”).

In connection with the Company’s proposed entry into a Contingent Value Rights Agreement (the “CVR Agreement”) with Computershare Trust Company, N.A. (the “Rights Agent”), as contemplated by the Merger Agreement, Ikena today announced that its board of directors has approved the issuance of a one-time special dividend of one contingent value right (each, a “CVR”) for each outstanding share of Ikena common stock, par value $0.001 per share, held by Ikena stockholders of record as of the close of business on July 24, 2025.

Pursuant to the CVR Agreement, each holder of CVRs will be entitled to certain rights to receive (i) 100% of the net proceeds, if any, received by Ikena as a result of contingent payments (“Ikena CVR Payments”) made to Ikena, such as milestone, royalty or earnout payments, received under any disposition agreements related to Ikena’s pre-Merger assets (the “Ikena CVR Assets”) entered into prior to the Closing Date and (ii) 90% of the net proceeds, if any, received by Ikena as a result of Ikena CVR Payments received under any disposition agreement related to the Ikena CVR Assets, including but not limited to, IK-595, entered into after the closing date of the Merger (the “Closing Date”) and prior to the first anniversary of the Closing Date. Such proceeds will be subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred by Ikena or its affiliates, and losses incurred or reasonably expected to be incurred by Ikena or its affiliates due to a third-party proceeding in connection with a disposition and certain wind-down costs.

The Ikena CVR Payments, if any, will become payable to the Rights Agent for subsequent distribution to the CVR holders. In the event that no such proceeds are received during the term of the CVR Agreement, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any CVR holders will receive any CVR Payments.

The foregoing summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of CVR Agreement, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 23, 2024 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K 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, the ability of Ikena stockholders to receive CVRs and cash payments pursuant to the special dividend; the ability of Ikena to obtain milestone, royalty or earnout payments with respect to any Ikena CVR Asset; the ability of Ikena to enter into disposition agreements with respect to any Ikena CVR Assets; and the potential for the Merger to close and the timing of the closing of the Merger.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Ikena’s control. Ikena’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 (i) the risk that the conditions to closing of the Merger are not satisfied; (ii) uncertainties as to the timing of the consummation of the

proposed Merger and the ability of each of Ikena and Inmagene to consummate the proposed Merger; (iii) risks related to Ikena’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending Closing; (iv) the potential failure for holders of CVRs to receive any future payments; (v) the failure to achieve any of the applicable milestones, royalties and/or earnouts under the Ikena CVR Assets or the failure to receive any Ikena CVR Payments received under any disposition agreement related to the Ikena CVR Assets; (vi) the potential failure to satisfy other closing conditions to the Merger; (vii) risks related to unanticipated costs, liabilities or delays of the Merger; and (viii) the outcome of any legal proceedings related to the Merger. These and other risks and uncertainties are more fully described in periodic filings with the Securities and Exchange Commission (the “SEC”), including the factors described in the section titled “Risk Factors” in Ikena’s Annual Report on Form 10-K for the year ended December 31, 2024, Ikena’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in proxy/prospectus filed by Ikena on June 11, 2025. 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. Ikena 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Ikena Oncology, Inc.
Date: July 22, 2025				By:		/s/ Jotin Marango
						Jotin Marango, M.D., Ph.D.
						Chief Financial Officer, Chief Operating Officer and Head of Corporate Development

FAQ

What did Ikena Oncology (IKNA) announce in its July 22 2025 8-K?

The board declared a special dividend of one contingent value right for each IKNA share.

When is the record date for the IKNA CVR dividend?

Shareholders must own IKNA common stock by the close of business on 24 Jul 2025.

How much could the IKNA CVR be worth?

Value depends on future milestone, royalty or earn-out proceeds; no minimum payment is assured.

Why is Ikena issuing CVRs ahead of the Inmagene merger?

The CVRs dedicate potential proceeds from legacy asset dispositions to current shareholders while the company combines with Inmagene.

What risks could prevent CVR holders from being paid?

Risks include failure to close the merger, inability to sell assets, unmet milestones, litigation and added costs reducing net proceeds.

How are CVR proceeds allocated between pre- and post-merger asset sales?

Holders receive 100% of net proceeds from pre-merger asset deals and 90% of net proceeds from eligible post-merger deals within one year.