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

Rhea-AI Filing Summary

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.

Insights

Biotech operations and contracts analyst

Routine admin change with limited cost and short-term continuity.

Imagenebio chose not to auto-renew its transition services agreement with Miragene but kept key functions—CMC and translational support—running for six months after the initial term. The extension is capped at $200,000, indicating a constrained scope.

This helps maintain operational continuity around manufacturing and translational work while winding down broader services. The disclosed amount suggests modest cash outflow.

The notice date is October 23, 2025. Actual operational impact will hinge on how quickly internal or alternate vendors assume these functions after the six-month period.

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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): October 23, 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 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 1.01 Entry into a Material Definitive Agreement.

On October 23, 2025, we provided written notice (the “Notice”) of our election to (i) not have that certain transition services agreement, dated July 25, 2025 (the “Agreement”) with Miragene Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Miragene”), automatically renew under the current service terms and (ii) extend the term for six months following the end of the initial term for a subset of the original services, including services related to chemistry, manufacturing and controls, translational sciences research and support (the “Miragene Extension Services”). The total fees payable to Miragene for the Miragene Extension Services are $200,000.

Item 1.02 Termination of a Material Definitive Agreement.

To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 is incorporated by reference herein.

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: October 29, 2025				By:		/s/ Kristin Yarema
						Kristin Yarema, Ph.D.
						Chief Executive Officer

FAQ

What did Imagenebio (IMA) announce in this 8-K?

Imagenebio elected to not auto-renew its transition services agreement with Miragene and extended a subset of services for six months after the initial term.

Which services are included in the Miragene Extension Services for IMA?

Services related to chemistry, manufacturing and controls (CMC), and translational sciences research and support.

How much will Imagenebio pay for the extension with Miragene?

Total fees payable to Miragene for the extension are $200,000.

What is the duration of the extended services for IMA?

The extension lasts six months following the end of the initial term of the original agreement.

When did Imagenebio provide notice of this election?

The company provided written notice on October 23, 2025.

Does the filing indicate who receives the cash fees?

Yes. The total $200,000 in fees are payable to Miragene.