IMA insider: 188,042 shares issued to director after merger conversion

Rhea-AI Filing Summary

ImageneBio, Inc. reported that director Stephen Hui Wang acquired common stock on 07/25/2025 as part of a two-step merger that converted Legacy Inmagene preferred and ordinary shares into Issuer common stock at a ratio of 0.003051 per legacy share. The filing shows Mr. Wang's indirect holdings increased by 188,042 shares through entities he controls, plus additional indirect holdings of 50,144 and 12,535 shares via related vehicles. The transaction reflects the merger consideration and a corporate name change from Ikena Oncology, Inc. to ImageneBio, Inc.

The report discloses that the Form 4 was filed late due to delays obtaining EDGAR codes. The filing describes the chain of ownership: shares were received in exchange for Series C-1 and C-2 preferred shares of Legacy Inmagene, and voting/investment power over the reported holdings is exercised by Mr. Wang through HLC GP and affiliated entities.

Positive

• Merger completed converting legacy preferred and ordinary shares into Issuer common stock at a defined ratio (0.003051)
• Director increased indirect ownership by 188,042 shares (plus 50,144 and 12,535 via related entities), aligning economic exposure with the combined company

Negative

• Late Form 4 filing reported (delay due to obtaining EDGAR codes), which is a disclosure timeliness issue
• Beneficial ownership is indirect; the reporting person disclaims direct beneficial ownership except for pecuniary interest, which may limit clarity on voting/control intentions

Insights

Corporate Governance Expert

Director received significant indirect holdings through controlled entities following a merger.

The transaction converted legacy preferred and ordinary shares into 188,042, 50,144, and 12,535 common shares on 07/25/2025, increasing the director's indirect economic exposure via controlled vehicles. The filing clarifies control through HLC GP and related partnerships, and disclaims direct beneficial ownership except to the extent of pecuniary interest.

The late filing due to EDGAR code delays is a governance lapse to note; investors should track timely disclosure practices and any changes in direct vs indirect ownership reported in subsequent filings over the following weeks.

Mergers & Securities Specialist

Share counts reflect the merger exchange ratio and preferred-to-common conversions.

The exchange used a fixed conversion factor of 0.003051 per Legacy Inmagene share, producing the reported share amounts tied to Series C-1 and C-2 conversions. The transactions were part of a two-step merger structure that also coincided with the issuer's name change.

Key near-term items to monitor are any subsequent sales or option exercises by the reporting person and additional filings clarifying direct versus indirect holdings within quarterly disclosure windows.

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

OMB APPROVAL

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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 Stephen Hui

(Last) (First) (Middle)

C/O IMAGENEBIO, INC.

12526 HIGH BLUFF DRIVE, SUITE 345

(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)		188,042(3)	A	(1)(2)(3)	188,042	I	HLC Healthcare HK Limited(4)
Common Stock	07/25/2025		A(1)(2)(5)		50,144(5)	A	(1)(2)(5)	50,144	I	By Galaxy Alpha L.P.(4)
Common Stock	07/25/2025		A(1)(2)(6)		12,535(6)	A	(1)(2)(6)	12,535	I	By Magic Hat L.P.(4)

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. Consists of 127,703 shares of the Issuer's Common Stock received in exchange for 41,856,123 Series C-1 Preferred Shares of Legacy Inmagene and 60,339 shares of the Issuer's Common Stock received in exchange for 19,777,018 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement.

4. HLC Healthcare HK Limited is controlled by HLC Partners III L.P., whose general partner is HLC GP III Company Limited ("HLC GP"). HLC GP is wholly owned by Mr. Wang. HLC GP also acts as the general partner of Galaxy Alpha L.P. and Magic Hat L.P.. The voting and investment power of shares held by HLC Healthcare HK Limited, Galaxy Alpha L.P. and Magic Hat L.P. is exercised by Mr. Wang. Accordingly, Mr. Wang has an indirect pecuniary interest over the shares of the Issuer held by HLC Healthcare HK Limited. Mr. Wang disclaims beneficial ownership of the shares held by HLC Healthcare HK Limited, except to the extent of his pecuniary interest therein, if any.

5. Consists of 34,054 shares of the Issuer's Common Stock received in exchange for 11,161,633 Series C-1 Preferred Shares of Legacy Inmagene and 16,090 shares of the Issuer's Common Stock received in exchange for 5,273,871 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement.

6. Consists of 8,513 shares of the Issuer's Common Stock received in exchange for 2,790,408 Series C-1 Preferred Shares of Legacy Inmagene and 4,022 shares of the Issuer's Common Stock received in exchange for 1,318,468 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement.

Remarks:

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

	/s/ Erin Butler, Attorney-in-Fact	10/10/2025
	** Signature of Reporting Person	Date
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FAQ

What did ImageneBio (IMA) director Stephen Hui Wang receive on 07/25/2025?

He received indirect holdings of 188,042 common shares, plus 50,144 and 12,535 shares via affiliated entities, as conversion consideration from Legacy Inmagene shares.

Why were shares issued to the director on 07/25/2025 for IMA?

Shares were issued under the merger agreement converting Legacy Inmagene Series C-1 and C-2 preferred and ordinary shares into Issuer common stock at a ratio of 0.003051 per legacy share.

Does Stephen Wang directly own the reported IMA shares?

The filing states his holdings are indirect through HLC Healthcare HK Limited, Galaxy Alpha L.P., and Magic Hat L.P.; he disclaims direct beneficial ownership except to the extent of any pecuniary interest.

Was the Form 4 filed on time for IMA insider activity?

No; the Form 4 was filed late citing delays in obtaining the reporting person's EDGAR codes.

What conversion ratio was used to determine the IMA shares issued?

A conversion ratio of 0.003051 common shares of the Issuer per Legacy Inmagene share was applied.