[SCHEDULE 13G] ImageneBio, Inc. Passive Investment Disclosure (>5%)
Trails Edge reports 9.9% stake in ImageneBio
ImageneBio (Common Stock) is reported as having an aggregate of 1,176,472 shares beneficially owned by Trails Edge entities and Ortav Yehudai as of April 14, 2026.
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ImageneBio (Common Stock) is reported as having an aggregate of 1,176,472 shares beneficially owned by Trails Edge entities and Ortav Yehudai as of April 14, 2026. That holding comprises 54,253 shares held directly and 1,122,219 shares issuable upon pre-funded warrants, and is stated as 9.9% of the class based on 10,654,281 shares outstanding as of March 2, 2026.
Key Figures
Aggregate beneficial ownership:1,176,472 sharesDirectly held shares:54,253 sharesShares issuable on Pre-Funded Warrants:1,122,219 shares+3 more
6 metrics
Aggregate beneficial ownership1,176,472 sharesAs of Event Date April 14, 2026
Directly held shares54,253 sharesHeld directly by Trails Edge Biotechnology
Shares issuable on Pre-Funded Warrants1,122,219 sharesUnderlying pre-funded warrants held by Trails Edge Biotechnology
Excluded due to issuance limitation224,193 sharesWarrants excluded to respect a 9.99% cap
Percent of class9.9%Based on 10,654,281 shares outstanding
Shares outstanding used10,654,281 sharesAs of March 2, 2026
"1,122,219 Shares underlying pre-funded warrants (the "Pre-Funded Warrants")"
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.
Beneficially ownregulatory
"each Filer may be deemed to beneficially own an aggregate of 1,176,472 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Issuance limitationlegal
"contain an issuance limitation that prohibits the holder from converting the Pre-Funded Warrants"
Joint Filing Agreementregulatory
"Exhibit 1- Joint Filing Agreement"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Trails Edge report in ImageneBio (IMA)?
Trails Edge reports an aggregate beneficial ownership of 1,176,472 shares in ImageneBio. This equals 9.9% of the class based on 10,654,281 shares outstanding as of March 2, 2026, with the filing dated April 14, 2026.
How is the 1,176,472-share position in IMA composed?
The position includes 54,253 shares held directly and 1,122,219 shares issuable upon pre-funded warrants. An additional 224,193 shares underlying warrants are subject to an issuance limitation tied to a 9.99% ownership cap.
Who filed the Schedule 13G for ImageneBio (IMA)?
The Schedule 13G was filed jointly by Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai. Filers list a shared address at 3455 Peachtree Road NE, Atlanta, GA in the filing.
What ownership limit affects the Pre-Funded Warrants disclosed in IMA's filing?
The Pre-Funded Warrants include an issuance limitation that prevents conversion to the extent conversion would result in beneficial ownership exceeding 9.99% of outstanding shares. This limitation causes 224,193 shares to be excluded from the reported beneficial ownership.
What share count did the filing use to compute the 9.9% for IMA?
The filing bases the 9.9% figure on 10,654,281 shares outstanding as of March 2, 2026, per ImageneBio's Annual Report on Form 10-K for the year ended December 31, 2025, cited in the Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ImageneBio, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45175G207
(CUSIP Number)
04/14/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
45175G207
1
Names of Reporting Persons
Trails Edge Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,176,472.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,176,472.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
CUSIP Number(s):
45175G207
1
Names of Reporting Persons
Trails Edge Biotechnology Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,176,472.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,176,472.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
CUSIP Number(s):
45175G207
1
Names of Reporting Persons
Ortav Yehudai
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,176,472.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,176,472.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ImageneBio, Inc.
(b)
Address of issuer's principal executive offices:
12526 High Bluff Drive, Suite 345, San Diego, CA, 92130
Item 2.
(a)
Name of person filing:
This report on Schedule 13G is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"), Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology"), and Ortav Yehudai ("Mr. Yehudai"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology, and Mr. Yehudai is the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers".
(b)
Address or principal business office or, if none, residence:
The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326.
(c)
Citizenship:
See Item 4 of the cover page of each Filer.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
45175G207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of April 14, 2026 (the "Event Date"), each Filer may be deemed to beneficially own an aggregate of 1,176,472 shares (the "Shares") of Common Stock, $0.001 par value per share (the "Common Stock"), of ImageneBio, Inc. (the "Issuer"). The 1,176,472 Shares reported as beneficially owned on this Schedule 13G by each Filer consist of (i) 54,253 Shares held directly by Trails Edge Biotechnology and (ii) 1,122,219 Shares underlying pre-funded warrants (the "Pre-Funded Warrants") held directly by Trails Edge Biotechnology. The securities beneficially owned by each Filer excludes 224,193 Shares underlying Pre-Funded Warrants which contain an issuance limitation that prohibits the holder from converting the Pre-Funded Warrants to the extent that after giving effect to such issuance after the conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Filers) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Pre-Funded Warrants. As a result, Trails Edge Biotechnology beneficially owns 9.9% of the outstanding Shares of the Issuer as of the Event Date. Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 9.9% of the outstanding Shares of the Issuer as of the Event Date.
Ownership percentages are based on 10,654,281 shares of Common Stock issued and outstanding as of March 2, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 10, 2026.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,176,472.00
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
1,176,472.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Trails Edge Capital Partners, LP
Signature:
/s/ Trails Edge Capital Partners, LLC, GP of Trails Edge Capital Partners, LP /s/ Ortav Yehudai
Name/Title:
Ortav Yehudai / Chief Investment Officer of Trails Edge Capital Partners, LLC
Date:
04/21/2026
Trails Edge Biotechnology Master Fund, LP
Signature:
/s/ Trails Edge GP, LLC, GP of Trails Edge Biotechnology Fund GP, LP, GP of Trails Edge Biotechnology Master Fund, LP /s/ Ortav Yehudai
