[8-K/A] ImageneBio, Inc. Amends Material Event Report

Rhea-AI Filing Summary

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.

Positive

• Includes Inmagene MD&A as Exhibit 99.3, providing management discussion for the acquired business for the three- and six-month periods ended June 30, 2025 and 2024
• Files unaudited interim condensed financial statements as Exhibit 99.4, enabling review of Inmagene's interim financial position and results for the same periods
• Clarifies scope by stating the amendment does not modify other items of the Original Report or discuss developments after the Original Report

Negative

• None.

Insights

Financial Analyst

TL;DR: This amendment delivers essential financial disclosure for the acquired Inmagene unit, improving transparency for investors.

The filing incorporates Inmagene's MD&A and unaudited interim condensed financial statements for the three- and six-month periods ended June 30, 2025 and 2024 as Exhibits 99.3 and 99.4. For analysts, these documents are necessary to assess the near-term operating results and balance-sheet impacts of the acquisition previously disclosed in the Original Report. The amendment is informational and does not change other reported items, so it mainly reduces information asymmetry rather than altering the company's stated position.

M&A Specialist

TL;DR: The amendment provides the post-closing financials of the acquired business, a routine but material disclosure following a completed merger.

By filing Inmagene's interim financials and MD&A, the registrant fulfils a common post-acquisition disclosure requirement that allows stakeholders to evaluate the acquired entity's historical performance for the specified interim periods. The amendment expressly limits changes to those disclosures and does not purport to update the company's status after the Original Report, indicating the adjustment is narrowly scoped to incorporate the acquired business's interim results.

NASDAQ true 0001835579 0001835579 2025-07-25 2025-07-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 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: 617-901-7098

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 Symbol(s)		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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by ImageneBio, Inc. (f/k/a Ikena Oncology, Inc.) (the “Company”) on July 29, 2025 (the “Original Report”), in which the Company reported, among other events, the completion of the Merger (as defined in the Original Report). This Amendment No. 1 is filed to (i) update the information in Item 2.01 of the Original Report to include Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inmagene (as defined in the Original Report) for the three and six months ended June 30, 2025 and 2024; and (ii) include the unaudited interim condensed financial statements of Inmagene as of and for the three and six months ended June 30, 2025 and 2024 under Item 9.01(a) of the Original Report. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

Capitalized terms used but not defined herein have the meanings given to them in the Original Report.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in Item 2.01 of the Original Report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is hereby amended by adding the following:

“Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inmagene for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.3 to Amendment No. 1 to this Current Report, which is incorporated herein by reference.”

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The unaudited interim condensed financial statements of Inmagene as of and for the three and six months ended June 30, 2025 and 2024 are filed as Exhibit 99.4 to this Amendment No. 1 and are incorporated herein by reference.

(d) Exhibits

Exhibit Number		Description
99.3*		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inmagene for the three and six months ended June 30, 2025 and 2024.
99.4*		Unaudited Interim Condensed Financial Statements of Inmagene as of and for the three and six months ended June 30, 2025 and 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Filed herewith

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: August 12, 2025				By:		/s/ Kristin Yarema, Ph.D.
						Kristin Yarema, Ph.D.
						Chief Executive Officer

FAQ

What did ImageneBio (IMA) amend in its 8-K/A?

The amendment adds Inmagene's Management's Discussion and Analysis (Exhibit 99.3) and unaudited interim condensed financial statements (Exhibit 99.4) for the three- and six-month periods ended June 30, 2025 and 2024.

Which exhibits were filed with the amendment?

Exhibit 99.3 contains Inmagene's MD&A and Exhibit 99.4 contains the unaudited interim condensed financial statements; Exhibit 104 is the Cover Page Interactive Data File.

Does the amendment change other parts of the Original Report?

No. The amendment states it does not amend any other item of the Original Report and does not update developments after the Original Report.

What periods do the newly included financials cover?

The included MD&A and unaudited interim condensed financial statements cover the three- and six-month periods ended June 30, 2025 and 2024.

What prior event regarding the acquisition is referenced in the amendment?

The Original Report had reported the completion of the Merger; this amendment supplements that report with Inmagene's interim disclosures.