ImageneBio resale of 2,508,337 shares; adds Audit Chair
ImageneBio filed a Rule 424(b)(3) prospectus supplement to its Form S-1, relating to the proposed offer and resale from time to time by selling stockholders of 2,508,337 shares of common stock.
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Rhea-AI Filing Summary
ImageneBio filed a Rule 424(b)(3) prospectus supplement to its Form S-1, relating to the proposed offer and resale from time to time by selling stockholders of 2,508,337 shares of common stock. The supplement updates the prospectus with information from a Current Report on Form 8-K. The company’s common stock trades on Nasdaq as “IMA,” and the last reported sales price was $8.24 per share on November 4, 2025.
The attached 8-K reports the Board increased its authorized size from six to seven directors and appointed Joseph P. Slattery to the Board effective November 1, 2025, and as Chair of the Audit Committee effective November 18, 2025. The company entered into its standard indemnification agreement with Mr. Slattery.
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290108
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 2025)
ImageneBio, Inc.
2,508,337 Shares of Common Stock
This prospectus supplement supplements the prospectus dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108). This prospectus supplement is being filed to update and supplement the information in the Prospectus with certain information contained in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission on November 5, 2025 (the “Current Report”). Accordingly, we have attached the Current Report in relevant part to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of 2,508,337 shares of common stock, par value $0.001 per share, (the “Common Stock”) of ImageneBio, Inc.
Our Common Stock is listed on the Nasdaq Capital Market under the ticker symbol “IMA.” On November 4, 2025, the last reported sales price of our Common Stock was $8.24 per share.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements to it, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 5, 2025
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): November 1, 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: (858) 345-6265
Not Applicable
(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 |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On November 1, 2025, the Board of Directors (the “Board”) of ImageneBio, Inc. (the “Company”) increased the authorized size of the Board from six directors to seven directors and, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Joseph P. Slattery to the Board, effective November 1, 2025, and as the Chair of the Audit Committee of the Board, effective November 18, 2025.
The Company has entered into its standard indemnification agreement with Mr. Slattery in the form previously filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-290108), filed with the SEC on September 8, 2025.
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: November 5, 2025 | By: | /s/ Kristin Yarema | ||||
| Kristin Yarema, Ph.D. | ||||||
| Chief Executive Officer | ||||||