4//SEC Filing
Stampacchia Otello 4
Accession 0001415889-25-020598
CIK 0001835579other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 4:47 PM ET
Size
19.4 KB
Accession
0001415889-25-020598
Insider Transaction Report
Form 4
Stampacchia Otello
Director
Transactions
- Purchase
Common Stock
2025-07-25$29.90/sh+267,556$7,999,924→ 454,982 total(indirect: Omega Fund VI, L.P.) - Exercise/Conversion
Common Stock
2025-07-25+379→ 379 total - Exercise/Conversion
Stock Option (right to buy)
2025-07-25−17,520→ 0 totalExercise: $1.75Exp: 2034-06-07→ Common Stock (17,520 underlying)
Footnotes (8)
- [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").
- [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).
- [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. (continued in FN 3 below). Subsequent to the Merger, the name of the Issuer was changed from Ikena Oncology, Inc. ("Ikena") to ImageneBio, Inc. (continued in the next footnote).
- [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 therefor, 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").
- [F5]Omega Fund VI, L.P. ("Omega VI") purchased 267,556 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.
- [F6]Shares held directly by Omega VI. Omega Fund VI GP, L.P. ("Omega VI GP") is the sole general partner of Omega VI. Omega Fund VI GP Manager, Ltd. ("Omega VI Manager") is the sole general partner of Omega VI GP. The Reporting Person is a director of Omega VI Manager and disclaims beneficial ownership of the shares held by Omega VI except to the extent of his pecuniary interest therein, if any.
- [F7]Exchanged for 379 shares of Issuer following the 2021 Ikena option acceleration and the Reverse Stock Split.
- [F8]This option is fully vested.
Documents
Issuer
ImageneBio, Inc.
CIK 0001835579
Entity typeother
Related Parties
1- filerCIK 0001361712
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 4:47 PM ET
- Size
- 19.4 KB