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  4. [8-K] ImageneBio, Inc. Reports Material Event

ImageneBio (IMA) hires CFO with $450,000 salary and equity awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ImageneBio, Inc. appointed Yanina Grant-Huerta as Chief Financial Officer, principal financial officer and principal accounting officer effective July 20, 2026, succeeding CEO Kristin Yarema, Ph.D., in her interim finance role. Grant-Huerta previously held senior finance positions at Atara Biotherapeutics and Amgen.

Under an employment agreement, she receives an annual base salary of $450,000, is eligible for a discretionary annual bonus equal to 40% of base salary, and is granted 65,000 restricted stock units and a stock option for 95,000 shares, each vesting over four years, subject to continued employment. She will participate in ImageneBio’s Severance and Change in Control Plan, which provides 12 months of salary and up to 12 months of health benefits, plus an additional lump sum equal to 100% of target bonus and full equity acceleration upon certain covered terminations during a change in control period. Effective July 24, 2026, Chief Medical Officer Benjamin Porter-Brown will transition from a full-time executive role to a consulting clinical development and strategic advisory position.

Positive

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Negative

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Filing Explained

The effective CFO appointment adds conditional equity and severance obligations, with vesting and benefits dependent on specified future events.

Form 8-K reports specified material events; here, ImageneBio reports Yanina Grant-Huerta’s appointment as chief financial officer, effective July 20, 2026. The related arrangements create prospective equity and severance obligations, but the filing does not state that the awards have vested or that severance is payable.

The company will grant 65,000 restricted stock units and an option to purchase 95,000 common shares under its inducement plan. Twenty-five percent of each award vests after one year, with the remainder vesting quarterly for the RSUs and monthly for the option, subject to continued employment; the option’s exercise price is the stock’s closing price on its grant date.

Severance requires a covered termination, defined as a company termination without cause or a resignation for good reason, plus the required release and agreement compliance. During the one-year change-in-control period, benefits include 12 months of salary, 100% of target bonus, up to 12 months of health benefits, and full equity acceleration; outside that period, the disclosed benefits are salary continuation and health benefits.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $450,000 per year Annual base salary for Yanina Grant-Huerta under her employment agreement
Target bonus percentage 40% of annual base salary Discretionary annual bonus opportunity for the CFO role
RSU Grant size 65,000 shares Restricted stock unit award under the 2025 Equity Inducement Plan
Option Grant size 95,000 shares Stock option award under the 2025 Equity Inducement Plan
Severance salary duration 12 months Base salary payable upon a covered termination under the Severance Plan
Health benefits continuation up to 12 months Group health benefits following a covered termination
Change in control bonus severance 100% of target annual bonus Additional lump-sum bonus payment upon covered termination during a change in control period
CFO age at appointment 49 years Age of Yanina Grant-Huerta at the time of her appointment
restricted stock unit award financial
"grant Ms. Grant-Huerta a restricted stock unit award under"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
stock option award financial
"grant Ms. Grant-Huerta a stock option award under the"
A stock option award is a grant that gives an employee the right to buy a company’s shares at a fixed price for a limited time, often becoming available gradually over a set schedule. Investors care because these awards align workers’ incentives with company performance, can increase employee loyalty, and may create future share dilution and compensation expense that affect earnings per share and shareholder value.
Severance and Change in Control Plan financial
"Participation Agreement to the Company’s Severance and Change in Control Plan"
covered termination regulatory
"For purposes of the Severance Plan, a “covered termination” is a termination"
change in control period regulatory
"Upon a covered termination that occurs during a “change in control period,”"

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FAQ

What executive leadership change did ImageneBio (IMA) announce?
ImageneBio appointed Yanina Grant-Huerta as Chief Financial Officer, principal financial officer and principal accounting officer effective July 20, 2026. She replaces CEO Kristin Yarema, Ph.D., who had been serving as interim principal financial officer prior to this appointment.

What is Yanina Grant-Huerta’s compensation package as CFO of ImageneBio (IMA)?
Yanina Grant-Huerta’s package includes a $450,000 annual base salary, eligibility for a discretionary annual bonus equal to 40% of base salary, a 65,000-share restricted stock unit grant, and a stock option to purchase 95,000 shares, both vesting over four years.

How do Yanina Grant-Huerta’s severance and change-in-control benefits at ImageneBio (IMA) work?
Under the Severance and Change in Control Plan, a qualifying covered termination during a change in control period provides 12 months of base salary, an additional lump sum equal to 100% of target bonus, up to 12 months of health benefits, and full accelerated vesting of all equity awards.

What change affects Chief Medical Officer Benjamin Porter-Brown at ImageneBio (IMA)?
Effective July 24, 2026, Benjamin Porter-Brown will transition from his full-time role as Chief Medical Officer to a consulting position. He will continue supporting the company as a consulting clinical development expert and strategic advisor rather than as a full-time executive officer.

What is Yanina Grant-Huerta’s professional background before joining ImageneBio (IMA)?
Yanina Grant-Huerta worked at Atara Biotherapeutics from April 2020 to July 2026, most recently as Chief Accounting Officer, and spent 14 years at Amgen in financial planning and analysis. She holds degrees in Economics and Statistics from Tecnológico de Monterrey and Oklahoma State University.
NASDAQ false 0001835579 0001835579 2026-07-20 2026-07-20
 
 

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): July 20, 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.

On July 20, 2026, ImageneBio, Inc., a Delaware corporation (the “Company”), based in part on the recommendation of Kristin Yarema, Ph.D., the Company’s Chief Executive Officer, appointed Yanina Grant-Huerta as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective July 20, 2026. Kristin Yarema, Ph.D., the Company’s Chief Executive Officer, had been serving as the interim principal financial officer of the Company until the appointment of Ms. Grant-Huerta.

Ms. Grant-Huerta, age 49, previously worked at Atara Biotherapeutics, Inc. (Nasdaq: ATRA) from April 2020 until July 2026. During Ms. Grant-Huerta’s time at Atara Biotherapeutics, she served in various financial planning and analysis and accounting roles of increasing responsibility, most recently serving as Chief Accounting Officer from March 2025 to July 2026. Prior to joining Atara Biotherapeutics in April 2020, Ms. Grant-Huerta spent 14 years at Amgen Inc. holding roles of increasing responsibility in financial planning and analysis. Yanina Grant-Huerta received her Bachelor’s degree in Economics from Tecnológico de Monterrey and a Master’s degree in Statistics from Oklahoma State University.

In connection with her employment with the Company and appointment as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Ms. Grant-Huerta (the “Employment Agreement”), which sets forth the terms of Ms. Grant-Huerta’s employment with the Company. Pursuant to the Employment Agreement, Ms. Grant-Huerta will be entitled to receive an annual base salary of $450,000 and will be eligible to earn an annual discretionary bonus of 40% of her then-current annual base salary. In addition, pursuant to the Employment Agreement, the Company will grant Ms. Grant-Huerta a restricted stock unit award under the Company’s 2025 Equity Inducement Plan (the “Inducement Plan”) for 65,000 shares of the Company’s common stock (the “RSU Grant”). Twenty-five percent of the shares subject to the RSU Grant will vest on the one year anniversary of Ms. Grant-Huerta’s start date, with 1/12th of the remaining shares vesting quarterly thereafter, provided that Ms. Grant-Huerta remains employed with the Company as of each respective vesting date. In addition to the RSU Grant, pursuant to the Employment Agreement, the Company will grant Ms. Grant-Huerta a stock option award under the Inducement Plan to purchase 95,000 shares of the Company’s common stock (the “Option Grant”). Twenty-five percent of the shares subject to the Option Grant will vest on the one-year anniversary of Ms. Grant-Huerta’s start date, with 1/36th of the remaining shares vesting monthly thereafter, provided that Ms. Grant-Huerta remains employed with the Company as of each respective vesting date. The exercise price of each share of the Company’s common stock underlying the Option Grant will be the closing price of a share of the Company’s common stock on the date of grant.

In addition to the Employment Agreement, Ms. Grant-Huerta will enter into a participation agreement (the “Participation Agreement”) to the Company’s Severance and Change in Control Plan (the “Severance Plan”). Pursuant to the Participation Agreement, Ms. Grant-Huerta will have the right to receive, in connection with a “covered termination” the severance and change in control benefits provided to C-Suite level officers (other than the Chief Executive Officer) under the Severance Plan. Upon a covered termination that occurs during a “change in control period,” Ms. Grant-Huerta will be entitled to a lump sum payment equal to 12 months of her base salary, a lump sum payment equal to 100% of her target annual bonus, payment of continued group health benefits for a period of up to 12 months, and full accelerated vesting of all outstanding equity awards. Upon a covered termination that occurs outside of a change in control period, Ms. Grant-Huerta will be entitled to continued base salary payments equal to 12 months of her base salary, paid in accordance with our regular payroll practices over such period, and payment of continued group health benefits for up to 12 months. All severance benefits under the Severance Plan are subject to Ms. Grant-Huerta’s execution of an effective release of claims against the Company within 60 days of the covered termination and compliance with the terms of our standard Employee Confidential Information and Inventions Assignment Agreement and any other written agreement between Ms. Grant-Huerta and the Company. For purposes of the Severance Plan, a “covered termination” is a termination of employment by the Company without “Cause,” as defined in the Severance Plan, or as a result of Ms. Grant-Huerta’s resignation for

 

“Good Reason,” as defined in the Severance Plan, in either case resulting in a separation from service. For purposes of the Severance Plan, a “change in control period” is the period commencing on the closing of a “change in control,” as defined in the ImageneBio, Inc. 2025 Equity Incentive Plan, and ending on the first anniversary of such closing.

The foregoing summary of the Employment Agreement, Severance Plan and Participation Agreement is not complete and is qualified in its entirety by reference to the full agreements and plan, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this report.

The Company and Ms. Grant-Huerta will also enter into the Company’s standard indemnification agreement for the Company’s directors and officers, a copy of which is filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 8, 2025.

 

Item 8.01

Other Events.

Effective July 24, 2026, Benjamin Porter-Brown, our Chief Medical Officer, will transition from his full-time position as the Company’s Chief Medical Officer to a consulting role. Dr. Porter-Brown remains committed to the Company and will continue to provide services as a consulting clinical development expert and strategic advisor.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number		     
10.1    Offer of Employment between the Company and Yanina Grant-Huerta
10.2    ImageneBio, Inc. Severance and Change in Control Plan
10.3    Form of Participation Agreement to ImageneBio, Inc. Severance and Change in Control Plan
104    Cover Page Interactive Data File (embedded with 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.

 

    IMAGENEBIO, INC.
Date: July 23, 2026     By:  

/s/ Kristin Yarema

      Kristin Yarema, Ph.D.
      Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Agreements & Contracts

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