Form 4 for IMA ImageneBio, Inc.

Accepted 2025-07-30 00:00:00 ET · period of report 2025-07-25 · accession 0001415889-25-020601 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2025-07-30	2025-07-25	IMA	Bonita David P	Dir	M - OptEx	—	+379	379	New	—
DI	2025-07-30	2025-07-25	IMA	Bonita David P	Dir	P - Purchase	$29.90	+83.6K	287.9K	+41%	+$2.50M
D	2025-07-30	2025-07-25	IMA	Bonita David P	Dir	M - OptEx	$0.00	-17.5K	0	-100%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-07-25	M	A	379	—	379	D	—	—	(F3) 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). (F1) 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"). (F4) 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"). (F2) 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).
2	Common	Common Stock	2025-07-25	P	A	83,611	$29.90	287,885	I See Footnote	—	—	(F1) 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"). (F7) 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. (F6) 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.
3	Derivative	Stock Option (right to buy)	2025-07-25	M	D	17,520	$0.00	0	D	$1.75 · — to 2034-06-06	17,520 Common Stock	(F11) This option is fully vested.