[Form 4] Ikena Oncology, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director David P. Bonita (OrbiMed) filed a Form 4 following the 1:12 reverse split and closing of Ikena Oncology’s merger into ImageneBio, Inc. (IMA) on 07/25/2025.

• Direct activity: Exercised 17,520 stock options (strike $1.75) that, after the reverse split and option-acceleration mechanics, converted into 379 common shares.
• Indirect purchase: OrbiMed Private Investments VI, LP bought 83,611 common shares at $29.90 via the post-merger PIPE, lifting its indirect position to 287,885 shares.
• Additional holdings: 7,584 common shares and 465,178 & 13,107 non-voting common shares are held indirectly through OrbiMed vehicles. Each non-voting share is convertible 1:1 into voting stock, subject to a 19.99 % cap.
• Post-transaction totals for Bonita: 379 shares direct; 295,469 voting and 478,285 non-voting shares indirect.

The insider activity coincides with the merger, reverse split, and $75 million PIPE financing priced at $29.90 per share.

Positive

• 83,611 new shares purchased at $29.90, adding roughly $2.5 million of insider-linked capital.
• No insider sales; all reported transactions increase or maintain ownership.
• Filing accompanies $75 million PIPE financing and merger completion, reinforcing liquidity.

Negative

• Potential dilution from PIPE issuance and convertible non-voting shares, though capped at 19.99 %.

Insights

Financial Analyst

TL;DR: Insider-linked OrbiMed adds ~$2.5 m in stock post-merger, signaling commitment amid recapitalization.

The Form 4 records a meaningful cash purchase of 83,611 shares by OrbiMed at the same $29.90 PIPE price paid by institutional investors, suggesting alignment rather than discounted insider terms. Combined with option exercises, Bonita’s beneficial exposure now exceeds 770 k shares (voting & non-voting). The transaction occurs alongside a $75 m PIPE that shores up liquidity after the Ikena–Inmagene merger, lessening financing overhang. No sales were reported, and the 19.99 % conversion cap limits immediate dilution risk. Overall, insider accumulation during a transformative corporate event is generally viewed positively.

Corporate Governance Specialist

TL;DR: Filing reflects compliant disclosure of complex merger-related equity changes; no red flags spotted.

The document meticulously footnotes the multi-step merger, reverse split, option acceleration, and PIPE mechanics, evidencing adherence to Rule 16a reporting. All indirect holdings are traced through OrbiMed entities with explicit disclaimers, and non-voting shares carry a conversion limit to prevent control creep without shareholder approval. Signature by attorney-in-fact and inclusion of a Power of Attorney exhibit are standard. Governance risk appears low, and added transparency may comfort investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bonita David P

(Last) (First) (Middle)

C/O IMAGENEBIO, INC.

12526 HIGH BLUFF DRIVE, SUITE 345

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [ IMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		M(1)(2)(3)(4)		379	A	(1)(2)(3)(4)	379	D
Common Stock	07/25/2025		P(5)		83,611	A	$29.9	287,885	I	See Footnote(1)(6)(7)
Common Stock								7,584	I	See Footnote(1)(7)(8)
Non-Voting Common Stock(9)								465,178	I	See Footnote(1)(6)(7)
Non-Voting Common Stock(9)								13,107	I	See Footnote(1)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.75	07/25/2025		M(1)(2)(3)(4)(10)			17,520	(11)	06/06/2034	Common Stock	17,520	$0	0	D

Explanation of Responses:

1. Reflects a 1:12 reverse stock split effective on July 25, 2025 prior to the First Effective Time (as defined below) (the "Reverse Stock Split").

2. Under the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among, the Issuer, Merger Sub I, a wholly-owned subsidiary of the Issuer ("Merger Sub I"), Merger Sub II, a wholly-owned subsidiary of the Issuer ("Merger Sub II") and Inmagene Biopharmaceuticals ("Legacy Inmagene") (the "Merger Agreement"), on July 25, 2025, Merger Sub I merged with and into Legacy Inmagene (the "First Merger"), with Legacy Inmagene surviving the First Merger as a wholly-owned subsidiary of the Issuer, and immediately after the First Merger, Legacy Inmagene merged with and into Merger Sub II, with Merger Sub II surviving the Merger as a wholly-owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Merger"). (continued in the next footnote).

3. Upon the closing of the First Merger, each Legacy Inmagene ordinary and preferred share was converted into the right to receive 0.003051 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Ikena Oncology, Inc. ("Ikena") to ImageneBio, Inc. (continued in the next footnote).

4. Immediately prior to the effective time of the First Merger (the "First Effective Time"), each unexpired, unexercised and unvested option to purchase Ikena common stock (each, an "Ikena option") granted under the Ikena 2021 Stock Option and Incentive Plan (each, a "2021 Ikena option") was accelerated in full and, effective as of the First Effective Time, each unexpired, unexercised and fully vested 2021 Ikena option was automatically cancelled and extinguished and, in exchange, each former holder of any such 2021 Ikena option received a number of shares of Ikena common stock equal to (A) the product of (x) the aggregate number of shares of Ikena common stock subject to or underlying such Ikena option multiplied by (y) (i) $2.3647 minus (ii) the exercise or strike price of the Ikena option, divided by (B) $2.3647 (such transaction, the "2021 Ikena option acceleration").

5. OrbiMed Private Investments VI, LP ("OPI VI") purchased 83,611 shares of Issuer common stock on July 25, 2025 following the effective time of the Second Merger pursuant to that certain subscription agreement, dated as of December 23, 2024, by and between the Issuer and certain accredited investors (the "PIPE Investors"), pursuant to which, following the closing of the Merger, the PIPE Investors subscribed for and purchased an aggregate of 2,508,337 shares of Issuer common stock, after giving effect to the Reverse Stock Split, at a price of approximately $29.90 per share for aggregate gross proceeds of approximately $75.0 million.

6. These securities are held of record by OPI VI. OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.

7. Each of the Reporting Person, OrbiMed Advisors, GP VI, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP VI, or Genesis GP is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

8. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.

9. Each share of Non-Voting Common Stock is convertible into one share of the Issuer's common stock at any time at the option of the holder without payment or additional consideration, subject to a 19.99% beneficial ownership limitation that may be increased or decreased by the holder upon 61 days' notice to the Issuer.

10. Exchanged for 379 shares of Issuer following the 2021 Ikena option acceleration and the Reverse Stock Split.

11. This option is fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jotin Marango, Attorney-in-Fact	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many IKNA (IMA) shares did David P. Bonita buy on 07/25/2025?

Indirectly through OrbiMed Private Investments VI, LP, he purchased 83,611 common shares at $29.90 each.

What was the cost basis of the insider purchase?

The purchase price was $29.90 per share, matching the PIPE financing price.

How many shares does the insider own after the transactions?

Bonita now beneficially owns 379 shares directly and 295,469 voting plus 478,285 non-voting shares indirectly.

Were any shares sold in this Form 4 filing?

No. All reported transactions involve acquisitions or option exercises; no dispositions occurred.

What corporate actions accompanied this insider activity?

A 1:12 reverse split, completion of the Ikena–Inmagene merger, and a $75 million PIPE financing closed on the same date.

Can the non-voting shares be converted to common stock?

Yes, each non-voting share converts 1:1 into common stock, subject to a 19.99 % ownership cap that can be changed with 61 days’ notice.