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ImageneBio CFO Equity Update: Shares Issued, Options Cancelled After Inmagene Merger

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 – ImageneBio, Inc. (ticker IKNA)

Chief Financial Officer Jotin Marango disclosed merger-related equity adjustments tied to the 25 Jul 2025 closing of ImageneBio’s combination with Inmagene Biopharmaceuticals (formerly Ikena Oncology). On 28 Jul 2025 the CFO received 15,776 common shares (code A) issued in exchange for former Ikena options. To cover withholding taxes, 4,630 shares were automatically surrendered at $17.16 per share (code F), leaving a direct holding of 11,146 shares.

All legacy Ikena stock options were cancelled (code D): 181,000; 105,000; and 397,199 options, totalling 683,199 contracts. Following the transactions Marango holds no derivative securities.

The filing reflects mandatory conversion mechanics of the merger rather than discretionary trading, so its informational value is limited. Nonetheless, the CFO now has an equity stake in the combined company, aligning interests with shareholders.

Positive

  • Insider now holds 11,146 shares, creating direct equity alignment after merger
  • Cancellation of 683,199 options slightly reduces potential future dilution

Negative

  • Transactions are non-discretionary; they do not provide a clear signal of management’s market outlook

Insights

TL;DR: Routine merger-conversion; CFO nets 11k shares, cancels 683k options—little directional signal.

The reported acquisitions and dispositions stem from the automatic exchange of Ikena awards into ImageneBio equity at merger close. The 15,776-share issuance and 4,630-share tax withholding are accounting entries, not open-market activity, so they do not convey buying or selling conviction. Option cancellation removes a large overhang of dilutive securities, marginally improving fully-diluted share count, but new post-merger grants may replace them. Overall impact on valuation or sentiment is neutral.

TL;DR: Filing confirms post-merger equity realignment; insider now directly holds shares, incentives preserved.

Marango’s conversion of options into stock—and accompanying tax withholding—meets Section 16 requirements and signals that the executive’s compensation shifted from option-heavy to share-based. While option cancellation eliminates potential dilution, investors should watch future proxy filings for replacement awards. No red flags appear regarding compliance or timing; the transactions were reported within two business days. Governance impact is therefore neutral.

Insider Marango Jotin
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock 15,776 $0.00 --
Tax Withholding Common Stock 4,630 $17.16 $79K
Disposition Stock Option (Right to Buy) 181,000 $0.00 --
Disposition Stock Option (Right to Buy) 105,000 $0.00 --
Disposition Stock Option (Right to Buy) 397,199 $0.00 --
Holdings After Transaction: Common Stock — 15,776 shares (Direct); Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Marango Jotin
(Last) (First) (Middle)
IMAGENEBIO, INC.
645 SUMMER STREET, SUITE 101
(Street)
BOSTON MA 02210
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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 07/28/2025 A 15,776 A (1) 15,776 D
Common Stock 07/28/2025 F 4,630 D $17.16 11,146 D
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) 07/25/2025 D 181,000 (1) (1) Common Stock 181,000 $0 0 D
Stock Option (Right to Buy) (1) 07/25/2025 D 105,000 (1) (1) Common Stock 105,000 $0 0 D
Stock Option (Right to Buy) (1) 07/25/2025 D 397,199 (1) (1) Common Stock 397,199 $0 0 D
Explanation of Responses:
1. In connection of the closing of the Merger between the Company (formerly known as Ikena Oncology, Inc. ("Ikena")) and Inmagene Biopharmaceuticals, shares of the combined company were issued on July 28 in exchange for certain options held by the holder in Ikena.
/s/ Jotin Marango 07/29/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many IKNA shares did CFO Jotin Marango acquire?

He received 15,776 shares on 28 Jul 2025 as part of the merger exchange.

What is the CFO’s current IKNA shareholding after the Form 4?

Following tax withholding, Marango directly owns 11,146 common shares.

Were any open-market IKNA transactions reported?

No. All movements were automatic issuances and tax withholdings related to the merger.

How many IKNA stock options were cancelled?

A total of 683,199 options (181k, 105k, 397.2k tranches) were cancelled.

Does this Form 4 affect IKNA’s dilution outlook?

Option cancellation modestly reduces potential dilution, but future grants could offset this benefit.