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Filing Details

Accession Number:: 0001415889-25-020601
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-07-30 16:51:45
Reporting Period:: 2025-07-25

Filing Date:: 2025-07-30
Accepted Time:: 2025-07-30 16:51:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1835579	Imagenebio Inc.	IMA	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1572451	P David Bonita	C/O Imagenebio, Inc. 12526 High Bluff Drive, Suite 345 San Diego CA 92130		No	No	No	No

Transaction Summary

Purchased:	83,611 shares	Avg. Price: $29.90	Total Value: $2,499,968.90
Number of Shares After Transactions:	287,885 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2025-07-25	379	$0.00	379	No	4	M	Direct
Common Stock	Acquisiton	2025-07-25	83,611	$29.90	287,885	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Disposition	2025-07-25	17,520	$0.00	17,520	$1.75

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2034-06-06	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	7,584	Indirect	See Footnote
Non-Voting Common Stock	465,178	Indirect	See Footnote
Non-Voting Common Stock	13,107	Indirect	See Footnote

Footnotes

Reflects a 1:12 reverse stock split effective on July 25, 2025 prior to the First Effective Time (as defined below) (the "Reverse Stock Split").
Under the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among, the Issuer, Merger Sub I, a wholly-owned subsidiary of the Issuer ("Merger Sub I"), 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 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 First 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. (continued in the next footnote).
Immediately prior to the effective time of the First Merger (the "First Effective Time"), each unexpired, unexercised and unvested option to purchase Ikena common stock (each, an "Ikena option") granted under the Ikena 2021 Stock Option and Incentive Plan (each, a "2021 Ikena option") was accelerated in full and, effective as of the First Effective Time, each unexpired, unexercised and fully vested 2021 Ikena option was automatically cancelled and extinguished and, in exchange, each former holder of any such 2021 Ikena option received a number of shares of Ikena common stock equal to (A) the product of (x) the aggregate number of shares of Ikena common stock subject to or underlying such Ikena option multiplied by (y) (i) $2.3647 minus (ii) the exercise or strike price of the Ikena option, divided by (B) $2.3647 (such transaction, the "2021 Ikena option acceleration").
OrbiMed Private Investments VI, LP ("OPI VI") purchased 83,611 shares of Issuer common stock on July 25, 2025 following the effective time of the Second Merger pursuant to that certain subscription agreement, dated as of December 23, 2024, by and between the Issuer and certain accredited investors (the "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 Issuer 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.
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.
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.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("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 share of Non-Voting Common Stock is convertible into one share of the Issuer's common stock at any time at the option of the holder without payment or additional consideration, subject to a 19.99% beneficial ownership limitation that may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Exchanged for 379 shares of Issuer following the 2021 Ikena option acceleration and the Reverse Stock Split.
This option is fully vested.