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

Rhea-AI Filing Summary

ImageneBio, Inc. (formerly Ikena Oncology, Inc.) has filed an 8-K to confirm that on 25 Jul 2025 it closed the previously announced merger with Cayman-based Inmagene Biopharmaceuticals. Two wholly owned Cayman merger subsidiaries were used to combine Inmagene into the Delaware parent, leaving Inmagene as a wholly owned subsidiary.

Immediately after closing, the registrant changed its corporate name to “ImageneBio, Inc.” and updated its Nasdaq listing to the new ticker IMA. The company furnished, under Item 7.01 (Reg FD), a press release (Exhibit 99.1) announcing completion of the transaction; the release is incorporated by reference but not deemed “filed.” No consideration details, pro-forma financials or other quantitative information are provided in this report.

Positive

• Merger completion: Inmagene Biopharmaceuticals is now a wholly owned subsidiary, eliminating deal-closure risk.
• Corporate re-branding: Company renamed ImageneBio with new Nasdaq ticker IMA, maintaining exchange listing continuity.

Negative

• No financial disclosure: 8-K lacks consideration, dilution or pro-forma figures, limiting investor visibility into transaction economics.

Insights

Financial Analyst

TL;DR: Merger closed and name changed; strategic scope expands, but no financial terms disclosed, so impact appears neutral.

The 8-K confirms legal completion of the Inmagene deal and the shift to the ImageneBio identity. Because the filing omits purchase price, dilution data or projected synergies, investors cannot gauge earnings impact or valuation changes. Continuous Nasdaq listing under the new symbol limits administrative disruption. Until management provides financial guidance, the transaction should be viewed as strategically positive but financially indeterminate.

M&A Specialist

TL;DR: Technical close executed via two-step Cayman merger; clean structure suggests low execution risk.

The deal used a straightforward reverse-triangular structure—Merger Sub I merges into Inmagene, then the survivor folds into Merger Sub II—leaving an intact subsidiary and limiting liability leakage. The immediate corporate re-branding aligns the combined pipeline under a single identity. Absence of financial disclosures in this 8-K is customary when terms were detailed earlier, but does defer any fresh valuation analysis. Overall, closing materially de-risks the transaction timetable.

IKENA ONCOLOGY, INC. NASDAQ 0001835579 false 0001835579 2025-07-25 2025-07-25 0001835579 dei:FormerAddressMember 2025-07-25 2025-07-25

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 25, 2025

IMAGENEBIO, 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.)

12526 High Bluff Drive, Suite 345, San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 617-901-7098

Ikena Oncology, Inc.

645 Summer Street

Suite 101

Boston, Massachusetts

(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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		IMA		The Nasdaq Capital 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. ☐

Introductory Note

On July 25, 2025, the Delaware corporation formerly known as “Ikena Oncology, Inc.” completed its previously announced merger with Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Inmagene”), in accordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among Ikena Oncology, Inc. (“Ikena”), Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a 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 a direct, wholly owned subsidiary of Ikena (“Merger Sub II”), and Inmagene, providing for the merger of Merger Sub I with and into Inmagene, with Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequent merger of the surviving entity of the First Merger with and into Insight Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (collectively with the First Merger, the “Merger”).

Also on July 25, 2025, Ikena changed its name from “Ikena Oncology, Inc.” to “ImageneBio, Inc.” (together with its subsidiaries, the “Company”).

Item 7.01 Regulation FD Disclosure.

On July 25, 2025, the Company issued a press release announcing the completion of the Merger and others matters relating thereto. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of July 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

				IMAGENEBIO, INC.
Date: July 25, 2025				By:		/s/ Kristin Yarema, Ph.D.
						Kristin Yarema, Ph.D.
						Chief Executive Officer

FAQ

When did Ikena Oncology complete its merger with Inmagene?

The merger closed on July 25, 2025.

What is the new name and ticker symbol for IKNA after the merger?

The company is now called ImageneBio, Inc. and trades on Nasdaq under IMA.

Which exhibit contains the press release about the merger closing?

Exhibit 99.1 includes the press release dated July 25, 2025.

Does the 8-K include any financial statements or pro-forma data?

No; Item 9.01 lists no financial statements, and the filing provides no transaction economics.

Who signed the 8-K for ImageneBio?

Chief Executive Officer Kristin Yarema, Ph.D. signed the filing on July 25, 2025.