IMA Form 4: Legacy Inmagene shares converted into 1.1M ImageneBio common shares

Rhea-AI Filing Summary

ImageneBio insider ownership updated after a corporate merger. The Form 4 reports that, as part of a two-step merger, legacy Inmagene ordinary and preferred shares were converted into Issuer common stock at a fixed exchange ratio, resulting in the reporting person receiving 143,832 shares directly and an indirect interest in 971,173 shares held by Engene Inc.

The transfers arose from the merger consideration exchanged for 47,142,857 Series Seed convertible preferred shares and 318,313,306 ordinary shares of legacy Inmagene, using a conversion factor of 0.003051 common shares per legacy share. The filer disclaims beneficial ownership of Engene Inc.'s shares except for any pecuniary interest; Engene Inc.'s sole shareholder is a trust for which reporting person's family are beneficiaries. The filing notes it was submitted late due to administrative delays.

Insights

Corporate Governance Expert

TL;DR: Insider reported a material ownership reallocation from a merger, with clear indirect ownership disclosure and a late filing noted.

The Form 4 transparently documents the mechanics of share conversion from legacy Inmagene into ImageneBio common stock and distinguishes direct versus indirect holdings. The disclosure that Engene Inc.'s shares are held for a trust benefiting the reporting person’s family is appropriate and helps satisfy Section 16 attribution rules. The late filing reduces timeliness compliance and could attract regulator or investor questions, but the substantive ownership information is clearly stated.

M&A Specialist

TL;DR: The two-step merger produced a fixed exchange of legacy equity into Issuer common stock, yielding meaningful share issuance to legacy holders.

The reported conversion ratio (0.003051 common shares per legacy share) and the specific legacy share counts indicate how legacy equity was translated into the surviving public company’s capital structure. The amounts reported (derived from 47.1M preferred and 318.3M ordinary legacy shares) imply a sizable issuance to legacy stakeholders that may affect float and shareholder composition. The filing correctly links the transactions to the merger agreement and discloses the indirect ownership chain.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wang Jonathan Jian

(Last) (First) (Middle)

C/O IMAGENEBIO, INC.

12526 HIGH BLUFF DRIVE

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [ IMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		A(1)(2)(3)		143,832	A	(1)(2)(3)	143,832	D
Common Stock	07/25/2025		A(1)(2)(4)		971,173	A	(1)(2)(4)	971,173	I	By Engene Inc.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Under the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among, the Issuer, Insight Merger Sub I, a wholly-owned subsidiary of the Issuer ("Merger Sub I"), Insight Merger Sub II, a wholly-owned subsidiary of the Issuer ("Merger Sub II") and Inmagene Biopharmaceuticals ("Legacy Inmagene") (the "Merger Agreement"), on July 25, 2025, Merger Sub I merged with and into Legacy Inmagene (the "First Merger"), with Legacy Inmagene surviving the First Merger as a wholly-owned subsidiary of the Issuer, and immediately after the First Merger, Legacy Inmagene merged with and into Merger Sub II, with Merger Sub II surviving the First Merger as a wholly-owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Merger"). (continued in the next footnote).

2. Upon the closing of the Merger, each Legacy Inmagene ordinary and preferred share was converted into the right to receive 0.003051 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Ikena Oncology, Inc. ("Ikena") to ImageneBio, Inc.

3. Received in exchange for 47,142,857 Series Seed convertible preferred shares of Legacy Inmagene pursuant to the Merger Agreement.

4. Received in exchange for 318,313,306 ordinary shares of Legacy Inmagene pursuant to the Merger Agreement.

5. Engene Inc.'s sole shareholder is YJH Trust of which Trident Trust Company (HK) Limited serves as trustee. Dr. Wang's spouse and daughter are the sole beneficiaries of YJH Trust. Accordingly, Dr. Wang has an indirect pecuniary interest over the shares of the Issuer held by Engene Inc. Dr. Wang disclaims beneficial ownership of the shares held by Engene Inc. except to the extent of his pecuniary interest therein, if any.

Remarks:

This Form 4 is being filed late due to delays in obtaining the reporting person's EDGAR codes.

	/s/ Jotin Marango, Attorney-in-Fact	08/15/2025
	** Signature of Reporting Person	Date
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