ImageneBio, Inc. 8-K

What Happened

• ImageneBio, Inc. announced on April 12, 2026 that it entered into a Securities Purchase Agreement to sell pre‑funded warrants in a private placement to institutional and accredited investors. The Company expects the closing on or about April 14, 2026 for gross proceeds of approximately $30.0 million. Up to 5,770,335 pre‑funded warrants will be sold at a purchase price of $5.199 per warrant share; each pre‑funded warrant has a $0.001 exercise price, is immediately exercisable, does not expire, and allows a cashless (net) exercise.

Key Details

• Anticipated gross proceeds: ~ $30.0 million.
• Securities: up to 5,770,335 pre‑funded warrants to purchase common stock at $5.199 per Warrant Share.
• Exercise terms: $0.001 per share exercise price, exercisable any time, no expiration, cashless exercise permitted; exercise limited so holder’s post‑exercise beneficial ownership does not exceed a specified cap (not to exceed 19.99%).
• Registration rights: Company will file a registration statement to register resale of the underlying shares within three business days after August 1, 2026 (subject to allowed delays); cash penalties apply if registration obligations aren’t met.

Why It Matters

• This transaction provides ImageneBio with immediate liquidity (about $30M) which can fund operations, R&D or working capital without issuing common shares right away. However, the pre‑funded warrants represent potential future dilution if exercised. The beneficial ownership cap limits large conversions by any single investor. Registration rights mean shares should become freely tradable after the Company completes the required SEC registration (timing subject to the filing schedule and potential delays). Investors should note the Purchase Agreement contains customary representations and warranties made for the parties’ benefit and should not be interpreted as independent factual statements about the Company.