ImageneBio, Inc. 8-K

What Happened

• ImageneBio, Inc. announced that at its Annual Meeting of Stockholders on June 16, 2026, stockholders approved an amendment and restatement of the Company’s 2025 Equity Incentive Plan (the “Amended Plan”).
• The Amended Plan increases the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and changes the annual automatic share reserve calculation to include shares issuable upon conversion or exercise of convertible preferred stock and prefunded warrants.
• The Company’s Board of Directors had previously approved the amendment subject to stockholder approval; a description of the Amended Plan was included in the Company’s definitive proxy statement filed April 30, 2026. The Amended Plan is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Date of action: Annual Meeting held June 16, 2026 (stockholder approval recorded in Form 8-K filed June 17, 2026).
• Share increase: +850,000 shares of common stock authorized for issuance under the 2025 Plan.
• Calculation change: annual automatic share reserve now includes shares issuable upon conversion/exercise of convertible preferred stock and prefunded warrants.
• Board approval: amendment was pre-approved by the Board, finalized upon stockholder vote.

Why It Matters

• For investors, this increases the potential equity dilution pool available for grants to directors, officers, employees and consultants, which can affect share count and earnings-per-share metrics over time.
• Including convertible preferred and prefunded-warrant shares in the automatic reserve can lead to a larger annual increase in the plan’s share reserve than under the prior formula, which is important to monitor when assessing future dilution.
• The filing and attached Amended Plan give investors the official terms and mechanics to evaluate potential future equity awards and their impact on outstanding shares.