| | Initial Public Offering
On March 26, 2021, in connection with the initial public offering of the common stock, $0.001 par value (the "Common Stock") of the Issuer (f/k/a Ikena Oncology, Inc.), (i) the shares of Series B Preferred Stock of Legacy Ikena previously held by Omega Fund automatically converted into 1,799,123 shares of Common Stock and (ii) Omega Fund purchased an additional 450,000 shares of Common Stock. The foregoing shares of Legacy Ikena were purchased for an aggregate purchase price of $25,199,999.80, using funds from working capital.
Merger Agreement and 2025 PIPE Financing
On July 25, 2025, the Issuer completed its previously announced merger with Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands ("Inmagene"), in accordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024 (the "Merger Agreement"), by and among the Issuer, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena ("Merger Sub I"), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena ("Merger Sub II"), and Inmagene, providing for the merger of Merger Sub I with and into Inmagene, with Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the "First Merger"), and the subsequent merger of the surviving entity of the First Merger with and into Insight Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (such transaction, the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger"). In connection with the transactions consummated pursuant to the Merger Agreement, the Issuer effected a 1-for-12 reverse stock split of its common stock (the "Reverse Stock Split"), pursuant to which the shares of Common Stock held by the Reporting Persons were automatically adjusted, resulting in (i) Omega Fund holding 187,426 shares of Common Stock and (ii) 379 shares of Common Stock issued to Stampacchia upon acceleration of stock options previously issued in connection with Stampacchia's service on the board of directors of the Issuer. On the same date, the Issuer changed its name to "ImageneBio, Inc.".
Concurrently with the execution of the Merger Agreement, the Issuer entered into a subscription agreement (the "Subscription Agreement") with certain accredited investors, including Omega Fund (the "2025 PIPE Investors"), pursuant to which, following the closing of the Merger, the PIPE Investors subscribed for and purchased an aggregate of 2,508,337 shares of Ikena Common Stock, after giving effect to the Reverse Stock Split, at a price of approximately $29.90 per share for aggregate gross proceeds of approximately $75.0 million (the "2025 PIPE Financing"). In connection with the 2025 PIPE Financing, Omega Fund acquired 267,556 shares of Common Stock for an aggregate purchase price of $8,000,000, using funds from working capital.
In connection with the consummation of the Merger, the Issuer entered into a registration rights agreement (the "2025 Registration Rights Agreement") with the 2025 PIPE Investors, pursuant to which the Issuer agreed that, within 45 calendar days after the closing of the Merger, it would file with the SEC (at its sole cost and expense) a registration statement registering the resale of the 2025 PIPE shares.
The foregoing descriptions of the Merger Agreement, Subscription Agreement and 2025 Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, the forms of which are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference.
2026 PIPE Financing
On April 12, 2026, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "2026 PIPE Investors"), pursuant to which the Issuer agreed to sell and issue pre-funded warrants to purchase shares of Common Stock (the "Warrant Shares"), in a private placement transaction (the "2026 PIPE Financing").
The closing of the 2026 PIPE Financing occurred on April 14, 2026 (the "Closing"), subject to customary closing conditions. At the Closing, the Company has agreed to issue and sell pre-funded warrants to purchase up to 5,770,335 Warrant Shares at a purchase price of $5.199 per Warrant Share to the Investors for gross proceeds to the Company of approximately $30 million pursuant to the Purchase Agreement. In connection with the 2026 PIPE Financing, Omega Fund acquired pre-funded warrants to purchase up to 480,861 Warrant Shares, for an aggregate consideration of $2,499,996 using funds from working capital.
The pre-funded warrants have an exercise price of $0.001 per Warrant Share, subject to customary adjustments, and will be exercisable at any time after original issuance and will not expire until exercised in full. The pre-funded warrant will also be exercisable on a net exercise "cashless" basis. The pre-funded warrant may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.
The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement.
Registration Rights Agreement
In connection with the 2026 PIPE Financing, the Issuer agreed to enter into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investors at the Closing, pursuant to which the Issuer agreed to prepare and file, within three business days following August 1, 2026, subject to certain allowable delays, a registration statement with the U.S. Securities and Exchange Commission (the "SEC") to register for resale the Warrant Shares issuable upon the exercise of the pre-funded warrants that were issued and sold under the Purchase Agreement, and generally to cause the applicable registration statement to promptly become effective. Certain cash penalties will apply to the Issuer in the event of registration failures, as described in the Registration Rights Agreement.
The foregoing summaries of the Purchase Agreement, the pre-funded warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, the forms of which are attached hereto as Exhibits 99.5, 99.6 and 99.7, respectively, and are incorporated herein by reference. |
| | The Reporting Persons acquired their shares of Common Stock as an investment in the ordinary course of business.
Stampacchia serves on the Issuer's board of directors. The Reporting Persons, either directly or indirectly through Stampacchia, may engage in discussions from time to time with the Issuer's board of directors, the Issuer's management or the Issuer's other stockholders. These discussions may be with respect to (i) acquiring or disposing of the shares or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Persons may acquire additional securities through open market transactions, privately negotiated transactions or other methods.
In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of the shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Stampacchia in his fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments. |
| | Exhibit 99.1 Joint Filing Agreement (filed herewith).
Exhibit 99.2 Agreement and Plan of Merger, dated December 23, 2024, by and among the Issuer, Insight Merger Sub I, Insight Merger Sub II, and Inmagene Biopharmaceuticals (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2024).
Exhibit 99.3 Subscription Agreement dated as of December 23, 2024, by and among the Issuer and certain parties thereto (incorporated by reference to Exhibit 10.7 to the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2024).
Exhibit 99.4 Registration Rights Agreement by and among the Issuer and the parties thereto, dated July 25, 2025 (incorporated by reference to Exhibit 10.8 to the Issuer's Current Report on Form 8-K filed with the SEC on July 29, 2025).
Exhibit 99.5 Securities Purchase Agreement, dated April 12, 2026, by and between the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 13, 2026).
Exhibit 99.6 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on April 13, 2026).
Exhibit 99.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 13, 2026). |
