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

Rhea-AI Filing Summary

ImageneBio, Inc. (f/k/a Ikena Oncology, "IKNA") completed a transformational series of transactions on 07/25/2025. Director Otello Stampacchia:

• Exercised a fully-vested option for 17,520 pre-split shares (strike $1.75); after the 1-for-12 reverse split and contractual acceleration, he received 379 new common shares (Code M) held directly.
• Via Omega Fund VI, L.P., participated in the post-merger PIPE, buying 267,556 shares at $29.90 (Code P). Omega’s aggregate position rose to 454,982 shares held indirectly.

The filing confirms the closing of the merger between Ikena and Inmagene Biopharmaceuticals (two-step structure) and the corporate name change. A 1:12 reverse stock split was effected prior to the first merger step. The PIPE generated approximately $75 million gross proceeds for the issuer.

Following these actions, Stampacchia’s direct ownership is 379 shares, while his fund controls 454,982 shares, signalling continued insider commitment amid significant capital infusion and corporate re-branding.

Insights

Financial Analyst

TL;DR: Director exercised options and led a $29.9 PIPE buy; merger, reverse split and $75 m raise completed—insider alignment but dilution rises.

The Form 4 links several pivotal events: 1) completion of the Ikena–Inmagene merger, 2) 1:12 reverse split, 3) $75 m PIPE at $29.90, and 4) insider participation. Omega Fund VI’s purchase suggests confidence in the combined entity, locking in nearly 455 k shares. The $29.90 subscription price provides a reference for valuation, yet the reverse split and PIPE enlarge the share base, creating dilution for legacy holders. Acceleration of 2021 options eliminated overhang but added 379 shares. On balance, capital infusion and insider support offset dilution, making the disclosure strategically positive but only moderately impactful until market re-prices the new structure.

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^*

Stampacchia Otello

(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)		267,556	A	$29.9	454,982	I	Omega Fund VI, L.P.(1)(6)

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)(7)			17,520	(8)	06/07/2034	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. (continued in FN 3 below). 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 therefor, 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. Omega Fund VI, L.P. ("Omega VI") purchased 267,556 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. Shares held directly by Omega VI. Omega Fund VI GP, L.P. ("Omega VI GP") is the sole general partner of Omega VI. Omega Fund VI GP Manager, Ltd. ("Omega VI Manager") is the sole general partner of Omega VI GP. The Reporting Person is a director of Omega VI Manager and disclaims beneficial ownership of the shares held by Omega VI except to the extent of his pecuniary interest therein, if any.

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

8. 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.
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FAQ

What did Otello Stampacchia report in the Form 4 for IKNA?

He acquired 379 shares via option exercise and 267,556 shares indirectly through Omega Fund VI.

At what price were the PIPE shares purchased for ImageneBio (IKNA)?

Omega Fund VI bought the shares at $29.90 each.

How many shares does Omega Fund VI own after the transaction?

The fund holds 454,982 shares of ImageneBio common stock.

What corporate actions accompanied the insider purchase?

A 1-for-12 reverse split, completion of the Ikena-Inmagene merger, and renaming to ImageneBio, Inc.

How much capital did ImageneBio raise in the PIPE financing?

The company secured approximately $75 million in gross proceeds from accredited investors.