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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 188,042 | $0.00 | -- |
| Grant/Award | Common Stock | 50,144 | $0.00 | -- |
| Grant/Award | Common Stock | 12,535 | $0.00 | -- |
Footnotes (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). 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. 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. 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. 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. 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.
