OrbiMed funds linked to ImageneBio (IMA) director buy 721,292 pre-funded warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ImageneBio director–affiliated investment funds made a sizable indirect purchase of pre-funded warrants. On the April 14, 2026 closing of a private placement, OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P. acquired pre-funded warrants to buy a total of 721,292 shares of ImageneBio common stock at a price of $5.199 per warrant. These pre-funded warrants are exercisable at $0.001 per share and include a 19.99% beneficial ownership blocker. After the transactions, the OrbiMed funds also indirectly held 753,062 and 20,691 shares of common stock, and all entities, including director Bonita P. David, disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
OrbiMed funds linked to an ImageneBio director increased exposure via low‑exercise pre-funded warrants.
The transactions show OrbiMed Private Investments VI and OrbiMed Genesis Master Fund buying 721,292 pre-funded warrants tied to ImageneBio common stock at $5.199 per warrant, with an exercise price of $0.001. These are indirect holdings associated with director Bonita P. David, with formal beneficial ownership disclaimed.
The warrants are immediately exercisable but constrained by a 19.99% beneficial ownership blocker, limiting how many can be exercised at once. The filing also lists indirect holdings of 753,062 and 20,691 common shares as of the same date. Actual impact depends on how and when the funds choose to exercise the warrants.
Insider Trade Summary
4 transactions reported
Net Buy
4 txns
Insider
Bonita David P
Role
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. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to OrbiMed Private Investments VI, LP ("OPI VI") and OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund") 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 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 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. Each of the Reporting Person, OrbiMed Advisors, GP VI, and Genesis GP 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 his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP VI, or Genesis GP 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 (block 1): 336,603 warrants
Pre-funded warrants purchased (block 2): 384,689 warrants
Total shares underlying warrants: 721,292 shares
+5 more
8 metrics
Pre-funded warrants purchased (block 1)
336,603 warrants
Pre-Funded Warrants to purchase common stock acquired April 14, 2026
Pre-funded warrants purchased (block 2)
384,689 warrants
Additional Pre-Funded Warrants acquired April 14, 2026
Total shares underlying warrants
721,292 shares
Aggregate shares underlying Pre-Funded Warrants from Purchase Agreement
Price per pre-funded warrant
$5.199 per warrant
Purchase price under April 12, 2026 securities purchase agreement
Warrant exercise price
$0.001 per share
Exercise price of Pre-Funded Warrants
Common stock indirect holding (OPI VI)
753,062 shares
Indirect common stock holding following transactions
Common stock indirect holding (Genesis Master Fund)
20,691 shares
Additional indirect common stock holding following transactions
Beneficial ownership blocker
19.99% threshold
Limit on exercises of Pre-Funded Warrants
Key Terms
Pre-Funded Warrants, securities purchase agreement, private placement, beneficial ownership blocker, +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
"the Issuer 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.
private placement financial
"issued and sold to OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P. 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 blocker financial
"The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 19.99% beneficial ownership blocker."
beneficial ownership regulatory
"Each of the Reporting Person, OrbiMed Advisors, GP VI, and Genesis GP disclaims beneficial ownership of the securities reported herein"
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.
pecuniary interest financial
"except to the extent of his or its pecuniary interest therein, if any."
FAQ
What did OrbiMed-affiliated funds linked to ImageneBio (IMA) buy in this Form 4?
They bought pre-funded warrants to acquire 721,292 shares of ImageneBio common stock. These warrants were issued in a private placement and give the funds the right to buy shares at a very low exercise price of $0.001 per share.
What price did the OrbiMed funds pay for ImageneBio (IMA) pre-funded warrants?
The OrbiMed funds paid $5.199 per pre-funded warrant. Each warrant entitles the holder to purchase one share of ImageneBio common stock at a $0.001 exercise price, creating a structure similar to buying stock upfront with a minimal additional exercise cost.
What is the 19.99% beneficial ownership blocker mentioned for ImageneBio (IMA) warrants?
The warrants include a 19.99% beneficial ownership blocker, limiting exercises that would push the holder’s beneficial ownership above 19.99%. This type of provision helps prevent any single holder from exceeding a specified ownership threshold through warrant exercises.
Who ultimately holds the ImageneBio (IMA) securities reported in this Form 4?
The securities are held of record by OrbiMed Private Investments VI, LP and OrbiMed Genesis Master Fund, L.P. Related OrbiMed entities and the reporting person, director Bonita P. David, all disclaim beneficial ownership except to the extent of any pecuniary interest.