OrbiMed funds buy 721,292 ImageneBio (IMA) pre-funded warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ImageneBio, Inc. reported that funds affiliated with OrbiMed purchased pre-funded warrants in a private placement. OrbiMed-related vehicles acquired pre-funded warrants to buy up to 721,292 shares of common stock at a price of $5.199 per warrant, with an exercise price of $0.001 per share.
The pre-funded warrants are exercisable at any time after issuance, subject to a 19.99% beneficial ownership blocker, and expire once fully exercised. The securities are held of record by OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P., with OrbiMed entities and their principals disclaiming beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Net Buy
4 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC
Role
Director | Director | Director
Bought
721,292 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Pre-Funded Warrants (right to buy) | 336,603 | $0.00 | -- |
| Purchase | Pre-Funded Warrants (right to buy) | 384,689 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants (right to buy) — 336,603 shares (Indirect, See Footnote);
Common Stock — 753,062 shares (Indirect, See Footnote)
Footnotes (1)
- On April 12, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors, including the Reporting Persons. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Persons in a private placement which closed on April 14, 2026 (the "Closing Date") pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 721,292 Shares. The price per Pre-Funded Warrant is $5.199. The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 19.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund. This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita ("Bonita"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Bonita is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
Pre-funded warrants purchased: 721,292 warrants
Price per pre-funded warrant: $5.199
Exercise price per share: $0.001/share
+3 more
6 metrics
Pre-funded warrants purchased
721,292 warrants
Aggregate pre-funded warrants to buy common stock under Purchase Agreement
Price per pre-funded warrant
$5.199
Consideration paid per pre-funded warrant in private placement
Exercise price per share
$0.001/share
Exercise price of ImageneBio common stock under the pre-funded warrants
Beneficial ownership blocker
19.99%
Maximum beneficial ownership permitted when exercising pre-funded warrants
OPI VI common shares after transaction
753,062 shares
Common stock held of record by OrbiMed Private Investments VI, LP
Genesis Master Fund common shares after transaction
20,691 shares
Common stock held of record by OrbiMed Genesis Master Fund, L.P.
Key Terms
Pre-Funded Warrants, securities purchase agreement, beneficial ownership blocker, pecuniary interest, +2 more
6 terms
Pre-Funded Warrants financial
"pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 721,292 Shares."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
securities purchase agreement financial
"entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
beneficial ownership blocker regulatory
"exercisable at any time after the date of issuance, subject to a 19.99% beneficial ownership blocker."
pecuniary interest regulatory
"disclaims beneficial ownership of the securities reported herein ... except to the extent of its pecuniary interest therein"
private placement financial
"issued and sold to the Reporting Persons in a private placement which closed on April 14, 2026"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
beneficial ownership regulatory
"shall not be deemed an admission that any of the Reporting Persons or Bonita is a beneficial owner of such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did OrbiMed-affiliated funds buy in ImageneBio (IMA)?
OrbiMed-affiliated funds purchased pre-funded warrants to acquire up to 721,292 shares of ImageneBio common stock. These were issued in a private placement under a securities purchase agreement that closed on April 14, 2026, giving cash-settled exposure via deeply in-the-money warrants.
What are the key terms of ImageneBio (IMA) pre-funded warrants bought by OrbiMed?
Each pre-funded warrant gives the right to buy one ImageneBio common share at an exercise price of $0.001 per share. The warrants were sold at $5.199 each, are exercisable any time after issuance, and expire once fully exercised, subject to a 19.99% beneficial ownership blocker.
What is the 19.99% beneficial ownership blocker in ImageneBio (IMA) warrants?
The 19.99% beneficial ownership blocker limits warrant exercises so holders do not exceed 19.99% beneficial ownership of ImageneBio. This means the pre-funded warrants can only be exercised to the extent such exercises keep ownership below that threshold, affecting how quickly all warrants can be used.
Which OrbiMed entities hold ImageneBio (IMA) securities and how is ownership treated?
Securities are held of record by OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P. Related OrbiMed entities may be deemed to share voting and investment power but each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in the securities.
Does an OrbiMed representative sit on ImageneBio (IMA)’s board?
Yes. OrbiMed Advisors designated David P. Bonita, a member of OrbiMed Advisors, to serve on ImageneBio’s board of directors. The filing notes this designation while also stating that neither the reporting persons nor Bonita admit beneficial ownership of the reported securities for Section 16 purposes.