ImageneBio SEC Filings

Imagenebio, Inc. (IMA) filed an 8-K stating it will not allow its transition services agreement with Miragene Inc. to automatically renew and will instead extend a subset of services for six months after the initial term. The Miragene Extension Services include chemistry, manufacturing and controls, as well as translational sciences research and support. Total fees payable to Miragene for the extension are $200,000, reflecting a limited, short-term continuation of select operational support.

ImageneBio, Inc. appointed its Chief Executive Officer, Kristin Yarema, Ph.D., as the company’s interim principal financial officer, effective immediately on October 21, 2025.

The board made the appointment to fill the finance leadership role on an interim basis. Dr. Yarema’s biographical information is incorporated by reference from the “Management” section of the company’s Form S-1 (File No. 333-290108) filed on September 8, 2025.

ImageneBio, Inc. reported that director Stephen Hui Wang acquired common stock on 07/25/2025 as part of a two-step merger that converted Legacy Inmagene preferred and ordinary shares into Issuer common stock at a ratio of 0.003051 per legacy share. The filing shows Mr. Wang's indirect holdings increased by 188,042 shares through entities he controls, plus additional indirect holdings of 50,144 and 12,535 shares via related vehicles. The transaction reflects the merger consideration and a corporate name change from Ikena Oncology, Inc. to ImageneBio, Inc.

The report discloses that the Form 4 was filed late due to delays obtaining EDGAR codes. The filing describes the chain of ownership: shares were received in exchange for Series C-1 and C-2 preferred shares of Legacy Inmagene, and voting/investment power over the reported holdings is exercised by Mr. Wang through HLC GP and affiliated entities.

ImageneBio, Inc. filed an Initial Statement of Beneficial Ownership (Form 3) for director Stephen Hui Wang relating to an event on 07/25/2025. The filing states that no securities are beneficially owned by the reporting person. The Form 3 was executed via Power of Attorney and signed by Erin Butler, Attorney-in-Fact on 10/10/2025. The filing notes it was submitted late due to delays obtaining the reporting person’s EDGAR codes.

ImageneBio, Inc. completed a reverse recapitalization through a merger with Ikena Oncology that resulted in ImageneBio as the public company and produced pro forma combined financial statements giving effect as if the transactions occurred on January 1, 2024. The company divested its Non-OX40 business to SellCo for a promissory note of $8.9 million that accrues interest at 4.61% and matures by 2035 or on earlier default triggers. The filing highlights one-time pro forma adjustments including $14.9 million of share-based compensation, other merger-related cash payments (severance/retention and D&O tail) and derecognition of certain deferred offering costs. Management warns of recurring losses and negative operating cash flows that raise substantial doubt about going concern and states additional capital will be required to advance IMG-007.

IMG-007 is a non-depleting anti-OX40 monoclonal antibody in Phase 2 development for moderate-to-severe atopic dermatitis. Clinical results disclosed include a Phase 1b/2a proof-of-concept with durable activity up to 24 weeks, an EASI-75 rate of 54% by Week 16 in a 13-patient cohort, favorable tolerability (no serious adverse events reported), target-mediated PK with projected therapeutic IV doses (300–600 mg) maintaining target levels for 18 weeks and mean terminal half-life ~31–35 days. The company discloses patent filings (U.S. and international) with expected patent expiration in 2041 and notes regulatory, manufacturing, intellectual property, litigation and reimbursement risks.

ImageneBio insider ownership updated after a corporate merger. The Form 4 reports that, as part of a two-step merger, legacy Inmagene ordinary and preferred shares were converted into Issuer common stock at a fixed exchange ratio, resulting in the reporting person receiving 143,832 shares directly and an indirect interest in 971,173 shares held by Engene Inc.

The transfers arose from the merger consideration exchanged for 47,142,857 Series Seed convertible preferred shares and 318,313,306 ordinary shares of legacy Inmagene, using a conversion factor of 0.003051 common shares per legacy share. The filer disclaims beneficial ownership of Engene Inc.'s shares except for any pecuniary interest; Engene Inc.'s sole shareholder is a trust for which reporting person's family are beneficiaries. The filing notes it was submitted late due to administrative delays.

ImageneBio, Inc. director Jonathan Jian Wang submitted an initial Form 3 reporting no securities beneficially owned as of the event date 07/25/2025. The filing notes it was submitted late because the reporting person experienced delays obtaining EDGAR access codes; the form is signed by an attorney-in-fact on 08/15/2025. No non-derivative or derivative holdings are disclosed.

ImageneBio amended its current report to provide additional disclosure about the acquired business, Inmagene. The amendment adds Management's Discussion and Analysis for Inmagene and unaudited interim condensed financial statements covering the three- and six-month periods ended June 30, 2025 and 2024. The filing incorporates these items as Exhibits 99.3 and 99.4 and states it does not change any other previously reported items or discuss developments after the original report. The disclosure supplements the Original Report that had reported completion of the Merger.