ImageneBio (Nasdaq: IMA) investors back 850,000-share equity plan increase

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8-K Event Classification

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Key Terms

What did ImageneBio (IMA) announce from its 2026 Annual Meeting?

How many additional shares were authorized under ImageneBio’s 2025 Equity Incentive Plan?

Who was elected to ImageneBio (IMA)’s board at the 2026 Annual Meeting?

What were the voting results for ImageneBio’s Amended 2025 Equity Incentive Plan?

Which audit firm did ImageneBio (IMA) stockholders ratify for 2026?

How many ImageneBio shares were eligible to vote at the 2026 Annual Meeting?

Agreements & Contracts

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

ImageneBio, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amended and restated 2025 Equity Incentive Plan that increases the shares of common stock authorized for issuance under the plan by 850,000 shares and adjusts how the automatic annual share reserve increase is calculated.

They also elected two Class II directors, David P. Bonita, M.D. and Joseph P. Slattery, to serve until the 2029 annual meeting, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026. There were 11,279,130 shares of voting common stock outstanding as of the April 28, 2026 record date.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Equity plan share increase: 850,000 shares Shares outstanding: 11,279,130 shares Director vote – Bonita For: 6,980,671 shares +3 more

6 metrics

Equity plan share increase 850,000 shares Additional common stock authorized under Amended 2025 Equity Incentive Plan

Shares outstanding 11,279,130 shares Voting common stock outstanding as of April 28, 2026 record date

Director vote – Bonita For 6,980,671 shares Votes for election of David P. Bonita, M.D. as Class II director

Director vote – Slattery For 6,985,414 shares Votes for election of Joseph P. Slattery as Class II director

Auditor ratification For 7,613,075 shares Votes for ratifying PricewaterhouseCoopers LLP for FY ending December 31, 2026

Equity plan approval For 6,322,909 shares Votes for approving the Amended and Restated 2025 Equity Incentive Plan

Equity Incentive Plan, Broker Non-Votes, independent registered public accounting firm, emerging growth company, +1 more

5 terms

Equity Incentive Plan financial

"increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Broker Non-Votes financial

"The final voting results are as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment ... as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company (e) On June 16, 2026, ImageneBio, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/17/2026 - 04:05 PM

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): June 16, 2026

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
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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 16, 2026, ImageneBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 below, the stockholders of the Company approved an amendment and restatement of the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) at the Annual Meeting to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and to include shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants in the calculation of the annual automatic share reserve increase (the “Amended Plan”). The Company’s Board of Directors had previously approved the amendment and restatement of the 2025 Plan, subject to stockholder approval.

A description of the material terms of the Amended Plan is contained in the section entitled “Proposal 3: Approval of the Amendment and Restatement of the 2025 Equity Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). That description is incorporated into this Item 5.02 by reference. Such description, as well as the foregoing description in this Item 5.02, does not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 16, 2026. As of April 28, 2026, the record date for the Annual Meeting, there were 11,279,130 outstanding shares of the Company’s voting common stock. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1: Election of Directors

The Company’s stockholders elected the following two individuals to serve as Class II directors, to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified or until his earlier death, resignation or removal. The final voting results are as follows:


	For		Withheld		Broker Non-Votes
David P. Bonita, M.D.		6,980,671		40,117		612,769
Joseph P. Slattery		6,985,414		35,374		612,769

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:


For	Against	Abstain
7,613,075	20,477	5

Proposal 3: 2025 Amended Plan

The Company’s stockholders approved the Amended Plan. The final voting results are as follows:


For	Against	Abstain	Broker Non-Votes
6,322,909	591,191	106,688	612,769

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number		Description

10.1		ImageneBio, Inc. Amended and Restated 2025 Equity Incentive Plan.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

ImageneBio reported that stockholders approved changes to its 2025 Equity Incentive Plan, re-elected two Class II directors, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. These items reflect routine governance and compensation approvals decided by shareholder vote.

Stockholders approved increasing the number of shares of common stock authorized for issuance under ImageneBio’s 2025 Equity Incentive Plan by 850,000 shares. This expansion supports future equity awards such as stock options or other stock-based compensation grants to employees, directors, and other eligible participants.

Stockholders elected David P. Bonita, M.D. and Joseph P. Slattery as Class II directors. They will serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until earlier death, resignation, or removal under the company’s governance rules.

The Amended 2025 Equity Incentive Plan received 6,322,909 votes for, 591,191 against, and 106,688 abstentions, with 612,769 broker non-votes. This outcome shows stockholder approval of the plan’s increased share authorization and changes to the automatic annual share reserve calculation.

Stockholders ratified PricewaterhouseCoopers LLP as ImageneBio’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 7,613,075 shares for, 20,477 against, and 5 abstentions, confirming continued engagement of the same audit firm.

As of the April 28, 2026 record date, ImageneBio had 11,279,130 outstanding shares of voting common stock. Only holders of these shares as of that date were entitled to receive notice of, and vote at, the 2026 Annual Meeting of Stockholders.

4 documents

IMAGENEBIO, INC.

Date: June 17, 2026

/s/ Kristin Yarema

Kristin Yarema, Ph.D.

Chief Executive Officer

EX-10.1 EX-10.1 164.8 KB