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| CIK | 1835579 |
SEC Filings
SEC Filings (Chronological Order)
| May 8, 2026 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2026) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated April 2, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108), as amended. This prospectus supplement is being file |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 ImageneBio, Inc. |
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| May 7, 2026 |
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2026, is entered into by and among ImageneBio, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein |
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| May 7, 2026 |
ImageneBio Reports First Quarter 2026 Financial Results and Provides IMG-007 Program Update EX-99.1 Exhibit 99.1 ImageneBio Reports First Quarter 2026 Financial Results and Provides IMG-007 Program Update SAN DIEGO, May 7, 2026 (GLOBE NEWSWIRE) — ImageneBio, Inc. (Nasdaq: IMA) (“Imagene” or the “Company”) today reported financial results for the quarter ended March 31, 2026, and provided an update for its lead program, IMG-007, a non-T cell-depleting, ADCC-silenced anti-OX40 receptor ant |
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| May 7, 2026 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2026) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated April 2, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108), as amended. This prospectus supplement is being file |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 ImageneBio, Inc. |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 30, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 30, 2026 |
2025 Annual Report imagenebio.comUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) շ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ն TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 13, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT IMAGENEBIO, INC. EX-4.1 Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SE |
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| April 13, 2026 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 12, 2026, by and among ImageneBio, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering |
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| April 13, 2026 |
EX-4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [•], 2026, is entered into by and among ImageneBio, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms use |
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| April 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2026 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 13, 2026 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2026) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated April 2, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108), as amended. This prospectus supplement is being file |
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| April 2, 2026 |
As filed with the Securities and Exchange Commission on April 2, 2026 POS AM Table of Contents As filed with the Securities and Exchange Commission on April 2, 2026 Registration No. |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 10, 2026 |
Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following description of our capital stock and provisions of our amended and restated certificate of incorporation, as amended (the “amended and restated certificate of incorporation”) and amended and restated bylaws are summaries and are qualified by reference to such amended and restated certificate of incorporation and amended and restated bylaws and |
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| March 10, 2026 |
ImageneBio Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Company Update EX-99.1 Exhibit 99.1 ImageneBio Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Company Update SAN DIEGO, March 10, 2026 — ImageneBio, Inc. (Nasdaq: IMA) (“Imagene” or the “Company”) today reported financial results for the fourth quarter and full year ended December 31, 2025, and provided a company update. Company Highlights • The IMG-007 Phase 2b ADAPTIVE trial in adults |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-402 |
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| March 10, 2026 |
Subsidiaries of ImageneBio, Inc. Exhibit 21.1 Subsidiaries of ImageneBio, Inc. Name Jurisdiction of Incorporation or Organization Arrys Therapeutics, Inc. Delaware Amplify Medicines, Inc. Delaware Ikena Oncology Securities Corporation Massachusetts Insight Merger Sub II Cayman Islands Portsmouth Merger Sub II, LLC Delaware Inmagene, Inc. British Virgin Islands Inmagene, LLC Delaware |
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| March 10, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 ImageneBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity 2025 Equity Incentive Plan, Common Stock, $0.001 per share Other 559,081 $ 5.93 $ 3,315,350.33 0.0001381 $ 457.85 2 |
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| March 10, 2026 |
Exhibit 10.17 IMAGENEBIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted December 18, 2025 (the “Effective Date”) Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to ImageneBio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Dir |
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| March 10, 2026 |
As filed with the Securities and Exchange Commission on March 10, 2026 S-8 As filed with the Securities and Exchange Commission on March 10, 2026 Registration No. |
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| March 10, 2026 |
Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# NEW COMMON VOTING NEW COMMON VOTING PAR VALUE $0.001 Certificate Number ZQ00000000 Shares **000000****************** ***000000***************** ****000000**************** *****000000*************** ******000000************** IMAGENEBIO, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT SEE REVERSE FOR CERTA |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2026 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| February 17, 2026 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 2025) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108). This prospectus supplement is being filed |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| December 18, 2025 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 2025) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108). This prospectus supplement is being filed |
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| November 19, 2025 |
EX-99.1 Exhibit 99.1 ImageneBio Corporate Overview Fourth Quarter 2025 Disclaimer and forward-looking statements This investor presentation and any accompanying oral commentary have been prepared by ImageneBio, Inc. (the Company) for informational purposes only and not for any other purpose. This investor presentation and any accompanying oral commentary contain forward-looking statements within t |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| November 12, 2025 |
EX-99.1 Exhibit 99.1 ImageneBio Reports Third Quarter 2025 Financial Results and Provides IMG-007 Program Update Following Closing of Reverse Merger, Concurrent Financing, and Strengthening of Management Team $142.6 million cash and cash equivalents and marketable securities as of September 30, 2025 Protocol amendment for ongoing Phase 2b ADAPTIVE study of IMG-007 in atopic dermatitis (AD) announc |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| November 12, 2025 |
As filed with the Securities and Exchange Commission on November 12, 2025 S-8 As filed with the Securities and Exchange Commission on November 12, 2025 Registration No. |
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| November 12, 2025 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To the Prospectus dated September 15, 2025) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus, dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108). This prospectus supplement is being f |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 ImageneBio, Inc. |
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| November 12, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 ImageneBio, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.001 per share to be issued pursuant to the Inmagene Biopharmaceuticals 2019 Stock Incenti |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| November 5, 2025 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 2025) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108). This prospectus supplement is being filed |
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| October 30, 2025 |
ImageneBio, Inc. 2,508,337 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290108 PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 2025) ImageneBio, Inc. 2,508,337 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 15, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-290108 ). This prospectus supplement is being filed |
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| October 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| October 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| September 15, 2025 |
X0101 EFFECT 33 LIVE 2025-09-15 16:00:00 S-1 0001835579 ImageneBio, Inc. 333-290108 |
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| September 11, 2025 |
ImageneBio, Inc. 12526 High Bluff Drive, Suite 345 San Diego, CA 92130 (858) 345-6265 CORRESP ImageneBio, Inc. 12526 High Bluff Drive, Suite 345 San Diego, CA 92130 (858) 345-6265 September 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3010 Attn: Tyler Howes Re: ImageneBio, Inc. Registration Statement on Form S-1 File No. 333-290108 Acceleration Request Requested |
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| September 11, 2025 |
September 11, 2025 Kristin Yarema Chief Executive Officer ImageneBio, Inc. 12526 High Bluff Drive, Suite 345 San Diego, CA 92130 Re: ImageneBio, Inc. Registration Statement on Form S-1 Filed September 8, 2025 File No. 333-290108 Dear Kristin Yarema: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests |
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| September 8, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on September 8, 2025 Registration No. |
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| September 8, 2025 |
EX-10.10 Exhibit 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of (this “Agreement”) and is between ImageneBio, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must pro |
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| September 8, 2025 |
EX-21.1 Exhibit 21.1 Subsidiaries of ImageneBio, Inc. Name Jurisdiction of Incorporation or Organization Arrys Therapeutics, Inc. Delaware Amplify Medicines, Inc. Delaware Ikena Oncology Securities Corporation Massachusetts Inmagene Biopharmaceuticals Cayman Islands Portsmouth Merger Sub II, LLC Delaware Inmagene, Inc. British Virgin Islands Inmagene, LLC Delaware |
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| September 8, 2025 |
EX-10.5 Exhibit 10.5 IMAGENEBIO, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 12, 2024 APPROVED BY THE STOCKHOLDERS: JULY 15, 2025 EFFECTIVE DATE: JULY 26, 2025 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan p |
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| September 8, 2025 |
Calculation of Filing Fee Tables S-1 ImageneBio, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Ef |
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| September 8, 2025 |
EX-10.2 Exhibit 10.2 IMAGENEBIO, INC. 2025 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 12, 2024 APPROVED BY THE STOCKHOLDERS: JULY 15, 2025 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) any Returning Share |
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| August 12, 2025 |
INMAGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.3 Exhibit 99.3 INMAGENE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On July 25, 2025, the Delaware corporation formerly known as “Ikena Oncology, Inc.” completed its previously announced merger with Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Inmagene”), in a |
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| August 12, 2025 |
EX-99.4 Exhibit 99.4 INMAGENE BIOPHARMACEUTICALS INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page(s) Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 F-2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 F-3 Condensed Consolidated Statem |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) |
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| August 5, 2025 |
EX-16.1 Exhibit 16.1 August 5, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated August 5, 2025 of ImageneBio, Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs under (a) Dismissal of Independent Registered Public Accounting Firm. We have no basis to agree o |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 1, 2025 |
IMAGENEBIO, INC. 2025 EQUITY INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 28, 2025 EX-99.1 Exhibit 99.1 IMAGENEBIO, INC. 2025 EQUITY INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 28, 2025 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Eligible Employees to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 29, 2025 |
IMAGENEBIO, INC. RSU AWARD GRANT NOTICE (2025 EQUITY INCENTIVE PLAN) EX-10.22 Exhibit 10.22 IMAGENEBIO, INC. RSU AWARD GRANT NOTICE (2025 EQUITY INCENTIVE PLAN) ImageneBio, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2 |
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| July 29, 2025 |
Exhibit 10.20 IMAGENEBIO, INC. 2025 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 12, 2024 APPROVED BY THE STOCKHOLDERS: JULY 15, 2025 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) any Returning Shares will |
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| July 29, 2025 |
EX-10.8 Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 25, 2025 by and among ImageneBio, Inc. (formerly Ikena Oncology, Inc.), (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company and the Purchasers are parties to a Subscription Agreeme |
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| July 29, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included in the Ikena’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2025. As previously announced, on December 23, 2024, Ikena Oncology, Inc., a Delaware corporation (“Ikena”), Insight M |
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| July 29, 2025 |
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT EX-10.9 Exhibit 10.9 July 23, 2025 Kristin Yarema, Ph.D. [***] Re: Offer of Employment Dear Dr. Yarema: We are pleased to offer you at-will employment in the position of Chief Executive Officer (“CEO”) of Ikena Oncology, Inc. (to be renamed ImageneBio, Inc. upon consummation of the Merger, the “Company”) on the terms and conditions set forth in this letter agreement (the “Agreement”). The “Merger” |
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| July 29, 2025 |
INSIGHT CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 10.2 INSIGHT CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2025, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, a |
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| July 29, 2025 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IKENA ONCOLOGY, INC. Ikena Oncology, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of this corporation is Ikena Oncology, Inc., and the date on w |
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| July 29, 2025 |
COMPANY CONTINGENT VALUE RIGHTS AGREEMENT EX-10.3 Exhibit 10.3 COMPANY CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2025, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and Computer |
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| July 29, 2025 |
Exhibit 10.4 TRANSITION SERVICES AGREEMENT dated as of July 25, 2025 by and between Miragene Inc and Inmagene Biopharmaceuticals TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitional and Interpretative Provisions 2 ARTICLE 2 SERVICES 2 2.1 Provision of Services 2 2.2 Discontinuation of Services 4 2.3 Compliance with Law; Consents 4 ARTICLE 3 SERVICE COSTS; OTHER C |
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| July 29, 2025 |
Exhibit 10.18 July 23, 2025 Jonathan Jian Wang, Ph.D., MBA Via email to [***] Re: Separation Agreement Dear Dr. Wang: This letter sets forth the substance of the separation agreement (the “Agreement”) that Inmagene Biopharmaceuticals (the “Company”) is offering to you to aid in your employment transition. 1. SEPARATION. As you know, the Company has entered into that certain Agreement and Plan of M |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 29, 2025 |
IMAGENEBIO, INC. STOCK OPTION GRANT NOTICE (2025 EQUITY INCENTIVE PLAN) Exhibit 10.21 IMAGENEBIO, INC. STOCK OPTION GRANT NOTICE (2025 EQUITY INCENTIVE PLAN) ImageneBio, Inc. (the “Company”), pursuant to the Company’s 2025 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and |
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| July 29, 2025 |
Exhibit 10.23 ImageneBio, Inc. 2025 Employee Stock Purchase Plan Adopted by the Board of Directors: December 12, 2024 Approved by the Stockholders: July 15, 2025 Effective Date: July 26, 2025 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits |
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| July 29, 2025 |
EX-10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and Mark Manfredi, Ph.D. (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 19 |
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| July 29, 2025 |
EX-99.1 Exhibit 99.1 Corporate Overview July 2025 Disclaimer This presentation contains “forward-looking statements” under the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ImageneBio, Inc.’s (“Imagene’s”) actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking sta |
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| July 29, 2025 |
Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective on April 25, 2022 (the “Effective Date”), is made and entered into by and between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and Jotin Marango (the “Executive”) WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Comp |
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| July 29, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IKENA ONCOLOGY, INC. IKENA ONCOLOGY, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Ikena Oncology, Inc. The date of the filing of its original Certificate of Incorporation with the |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 IMAGENEBIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 25, 2025 |
EX-99.1 Exhibit 99.1 Inmagene Biopharmaceuticals Announces Completion of Merger with Ikena Oncology and Concurrent Private Placement of $75 Million The combined company will operate under the name “ImageneBio, Inc.” and will begin trading on Nasdaq under the ticker symbol “IMA” at market open on Monday, July 28, 2025 ImageneBio, Inc. will continue to drive the ongoing Phase 2b clinical trial of no |
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| July 24, 2025 |
Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of July 15, 2025 (the “Amendment Date”), by and between Ikena Oncology, Inc., a Delaware corporation (the “Company”), and Jotin Marango (the “Executive” and, together with the Company, the “Parties”). This is an amendment to that certain Employment Agreemen |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 15, 2025 |
EX-99.1 Exhibit 99.1 Ikena Oncology Announces Stockholder Approval of Merger with Inmagene Biopharmaceuticals Combined Company to Trade on Nasdaq Under Ticker “IMA” Ikena Announces 1-for-12 Reverse Stock Split of Ikena Common Stock BOSTON, MA and SAN DIEGO, CA, July 15, 2025 — Ikena Oncology, Inc. (Nasdaq: IKNA) (“Ikena”) today announced the results of the annual meeting of its stockholders held o |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 11, 2025 |
Exhibit 99.1 Ikena Oncology Announces ISS and Glass Lewis Recommend Stockholders Vote “FOR” Proposed Merger with Inmagene Biopharmaceuticals BOSTON, July 11, 2025, – Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena,” the “Company”) today announced that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) recommend that stockholders vote FOR the issuance of shares in con |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| July 1, 2025 |
Inmagene Doses First Patient in the ADAPTIVE Phase 2b Trial of EX-99.1 Exhibit 99.1 Inmagene Doses First Patient in the ADAPTIVE Phase 2b Trial of IMG-007, a Nondepleting Anti-OX40 mAb with an Extended Half-life, in Patients with Moderate-to-Severe Atopic Dermatitis • The ADAPTIVE Phase 2b trial evaluates multiple dose regimens of IMG-007 in patients with moderate-to-severe atopic dermatitis • Topline data expected in the fourth quarter of 2026 San Diego, CA, |
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| June 11, 2025 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed pursuant to rule 424(b)(3) Registration No. 333-285881 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Ikena Oncology, Inc., Ikena Oncology, Inc., a Delaware corporation (“Ikena”), and Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Inmagene”), |
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| June 10, 2025 |
Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA 02210 Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA 02210 June 10, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3628 Attention: Ms. Christine Torney Ms. Lynn Dicker Mr. Daniel Crawford Mr. Alan Campbell Re: Ikena Oncology, Inc. Acceleration Request for Registration Statement on Form S- |
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| June 9, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 5 to the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion |
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| June 9, 2025 |
As filed with the Securities and Exchange Commission on June 9, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 9, 2025 No. |
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| June 9, 2025 |
Goodwin Procter 100 Northern Ave. Boston, MA 02210 VIA EDGAR June 9, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Christine Torney, Lynn Dicker, Daniel Crawford and Alan Campbell Re: Ikena Oncology, Inc. Amendment No. 4 to Registration Statement on Form S-4 Filed May 30, 2025 |
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| June 3, 2025 |
June 3, 2025 Jotin Marango, M.D., Ph.D. Chief Financial Officer and Chief Operating Officer Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA 02210 Re: Ikena Oncology, Inc. Amendment No. 4 to Registration Statement on Form S-4 Filed May 30, 2025 File No. 333-285881 Dear Jotin Marango M.D., Ph.D.: We have reviewed your amended registration statement and have the following comments. Pleas |
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| May 30, 2025 |
As filed with the Securities and Exchange Commission on May 30, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 30, 2025 No. |
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| May 30, 2025 |
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Ikena Oncology, Inc., a Delaware corporation (the “Company”), of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to |
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| May 30, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 4 to the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 20, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 20, 2025 No. |
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| May 20, 2025 |
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Ikena Oncology, Inc., a Delaware corporation (the “Company”), of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to |
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| May 20, 2025 |
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by Ikena Oncology, Inc., a Delaware corporation (the “Company”), of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to |
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| May 20, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 3 to the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| May 7, 2025 |
Goodwin Procter 100 Northern Ave. Boston, MA 02210 VIA EDGAR May 7, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Christine Torney, Lynn Dicker, Daniel Crawford and Alan Campbell Re: Ikena Oncology, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed April 21, 2025 |
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| May 7, 2025 |
As filed with the Securities and Exchange Commission on May 7, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 7, 2025 No. |
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| May 7, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 2 to the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion |
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| May 2, 2025 |
May 2, 2025 Jotin Marango, M.D., Ph.D. Chief Financial Officer and Chief Operating Officer Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA 02210 Re: Ikena Oncology, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed April 21, 2025 File No. 333-285881 Dear Jotin Marango M.D., Ph.D.: We have reviewed your amended registration statement and have the following comments. Plea |
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| April 21, 2025 |
Goodwin Procter 100 Northern Ave. Boston, MA 02210 VIA EDGAR April 21, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Christine Torney, Lynn Dicker, Daniel Crawford and Alan Campbell Re: Ikena Oncology, Inc. Registration Statement on Form S-4 Filed March 18, 2025 File No. 333-28 |
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| April 21, 2025 |
As filed with the Securities and Exchange Commission on April 21, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 21, 2025 No. |
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| April 21, 2025 |
Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT INMAGENE BIOPHARMACEUTICALS TREATS AS PRIVATE AND CONFIDENTIAL. CELL LINE LICENSE AGREEMENT Project ID: INMA-20210226 This Cell Line License Agreement (“Agreement”), effective as of Feb 26th, 2021 (“EFFECTIVE DATE”), is entered a |
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| April 21, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion |
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| April 14, 2025 |
April 14, 2025 Jotin Marango, M.D., Ph.D. Chief Financial Officer and Chief Operating Officer Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA 02210 Re: Ikena Oncology, Inc. Registration Statement on Form S-4 Filed March 18, 2025 File No. 333-285881 Dear Jotin Marango M.D., Ph.D.: We have reviewed your registration statement and have the following comments. Please respond to this lette |
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| March 18, 2025 |
Exhibit 10.8 Severance Rights Agreement This Severance Rights Agreement (the “Agreement”) is made effective as of March 6, 2025 (the “Effective Date”), by and between Inmagene Biopharmaceuticals (the “Company”) and Jonathan Jian Wang (“Executive”). 1. Severance Benefits. If the Company terminates Executive’s employment without Cause (as defined below) or Executive resigns employment for Good Reaso |
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| March 18, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) IKENA ONCOLOGY, INC. |
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| March 18, 2025 |
Exhibit 10.9 Severance Rights Agreement This Severance Rights Agreement (the “Agreement”) is made effective as of October 8, 2024 (the “Effective Date”), by and between Inmagene Biopharmaceuticals (the “Company”) and Yufang Lu (“Executive”). 1. Severance Benefits. If the Company terminates Executive’s employment without Cause (as defined below) or Executive resigns employment for Good Reason (as d |
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| March 18, 2025 |
CONSENT OF LEERINK PARTNERS LLC Exhibit 99.2 CONSENT OF LEERINK PARTNERS LLC We hereby consent to the use of our opinion letter dated December 23, 2024, to the Board of Directors of Ikena Oncology, Inc., included as Annex B to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Ikena Oncology, Inc., to be filed on the date hereof, and to the references to such opinion in such proxy stat |
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| March 18, 2025 |
EXHIBIT 10.7 October 10, 2023 Dear Erin, We are pleased to extend to you an offer of employment with Inmagene LLC. This offer is for an exempt, full-time position as Vice President and Controller. Your projected starting date will be as soon as possible, but no later than October 23, 2023. You will be compensated at a rate of $ 300,000.00 annually and will be entitled to a year-end performance-bas |
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| March 18, 2025 |
EXHIBIT 10.6 December 11, 2022 Dear Yufang, We are pleased to extend to you an offer of employment with lnmagene LLC. This offer is for an exempt, fulltime position as Chief Medical Officer (CMO). Your projected starting date will be February 14, 2023. You will be compensated at a rate of$ 432,000.00 annually and will be entitled to a year-end performance-based bonus (target at 30% of the base sal |
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| March 18, 2025 |
Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT INMAGENE BIOPHARMACEUTICALS TREATS AS PRIVATE AND CONFIDENTIAL. COLLABORATION, OPTION AND LICENSE AGREEMENT BY AND BETWEEN INMAGENE BIOPHARMACEUTICALS AND 和记黄埔医药(上海)有限公司HUTCHISON MEDIPHARMA LIMITED TABLE OF CONTENTS Article I DEF |
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| March 18, 2025 |
Inmagene Biopharmaceuticals 2019 STOCK INCENTIVE PLAN Exhibit 10.1 Inmagene Biopharmaceuticals 2019 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the individual Award Ag |
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| March 18, 2025 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of , 20[] (this “Agreement”) and is between ImageneBio, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such person |
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| March 18, 2025 |
Exhibit 10.5 December 26, 2022 Jonathan Wang Dear Jon, We are pleased to extend to you an offer of employment with lnmagene LLC. This offer is for an exempt, fulltime position as CEO, reporting into Board of Directors. Your projected starting date will be January 1st, 2023. You will be compensated at a rate of $330,000 annually, and will be entitled to a year-end performance-based bonus (target at |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 18, 2025 No. |
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| March 18, 2025 |
Exhibit 10.10 Severance Rights Agreement This Severance Rights Agreement (the “Agreement”) is made effective as of October 21, 2024 (the “Effective Date”), by and between Inmagene Biopharmaceuticals (the “Company”) and Erin Butler (“Executive”). 1. Severance Benefits. If the Company terminates Executive’s employment without Cause (as defined below) or Executive resigns employment for Good Reason ( |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40287 IKENA ONCOLOGY, |
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| March 6, 2025 |
Exhibit 10.19 February 18, 2025 To: Jotin Marango CC: Personnel File RE: January 2025 Retention Cash Bonus Dear Jotin, I am delighted to share that in recognition of your ongoing dedication and support, we intend to award you a one-time discretionary bonus of $70,000 (the “Retention Bonus”), to be paid within three business days following the earliest to occur of (1) the closing of the transaction |
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| March 6, 2025 |
Exhibit 10.18 February 13, 2025 PERSONAL AND CONFIDENTIAL M. Caroline Germa, M.D. Re: Separation Agreement Dear Caroline: This letter confirms that your employment with Ikena Oncology, Inc. (the “Company”) will be ending. This letter is a “Notice of Termination” pursuant to Sections 3(d) and 4(a) of the Employment Agreement between the Company and you (the “Employment Agreement”). Your employment |
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| March 6, 2025 |
Exhibit 10.17 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Ikena oncology, Inc. Consulting Agreement This Consulting Agreement (the “Agreement”), made and effectiv |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40287 IKENA ONCOLOGY, |
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| January 10, 2025 |
425 Filed by Ikena Oncology, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Ikena Oncology, Inc. Commission File No.: 001-40287 Date: January 10, 2025 Inmagene Reports Positive Topline Results of IMG-007, a Nondepleting Anti-OX40 Monoclonal Antibody with an Extended Half-life, for the Tr |
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| December 23, 2024 |
Exhibit 99.1 Ikena Oncology and Inmagene Biopharmaceuticals Announce Agreement for Merger and Private Placement Inmagene Biopharmaceuticals is a clinical stage company focused on developing IMG-007, a non-depleting anti-OX40 monoclonal antibody with an extended half-life and a silenced ADCC function The transaction is expected to result in approximately $175 million to support further development |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission |
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| December 23, 2024 |
Exhibit 10.6 LOCK-UP AGREEMENT [DATE] Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston, MA, 02210 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Ikena Oncology, Inc., a Delaware corporation (“Insight”), has entered into an Agreement and Plan of Merger, dated as of December 23, 2024 (as the same may be amended from time |
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| December 23, 2024 |
Exhibit 10.7 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of December 23, 2024 (the “Effective Date”) by and among Ikena Oncology, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of th |
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| December 23, 2024 |
Exhibit 10.5 Ikena Oncology, Inc. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 23, 2024, is made by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned holders (each a “Stockh |
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| December 23, 2024 |
Form of Inmagene CVR Agreement Exhibit 10.2 FORM OF COMPANY CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (col |
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| December 23, 2024 |
Exhibit 10.1 FORM OF INSIGHT CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (col |
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| December 23, 2024 |
Investor Presentation, dated November 2024 EX-99.2 Corporate Overview November 2024 Exhibit 99.2 Disclaimer This presentation and the accompanying slides (this “Presentation”) which have been prepared by Inmagene Biopharmaceuticals (“Inmagene,” the “Company” or together with its subsidiaries, collectively referred to as the “Group”) are being delivered to a limited number of parties for discussion purposes only, and shall not form the basi |
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| December 23, 2024 |
Loan and Security Agreement, dated as of December 23, 2024, by and between Ikena and Inmagene Exhibit 10.3 INMAGENE BIOPHARMACEUTICALS, AS BORROWER AND IKENA ONCOLOGY, INC., AS LENDER LOAN AND SECURITY AGREEMENT Exhibit 10.3 This LOAN AND SECURITY AGREEMENT is entered into as of December 23, 2024, by and among Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to t |
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| December 23, 2024 |
Exhibit 10.4 INMAGENE BIOPHARMACEUTICALS SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 23, 2024, is made by and among Ikena Oncology, Inc., a Delaware corporation (“Insight”), Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned holders (each a |
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| December 23, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: IKENA ONCOLOGY, INC.; INSIGHT MERGER SUB I; INSIGHT MERGER SUB II; and INMAGENE BIOPHARMACEUTICALS Dated as of December 23, 2024 Exhibit 2.1 TABLE OF CONTENTS Page Section 1. Definitions and Interpretative Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 21 Section 2. Description of Transaction 22 2.1 The Merger 22 |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2024 |
IKNA / Ikena Oncology, Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment SC 13G 1 ef20038675sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ikena Oncology Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45175G108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the |
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| November 13, 2024 |
IKNA / Ikena Oncology, Inc. / BRISTOL MYERS SQUIBB CO - SC 13G/A Passive Investment SC 13G/A 1 ef20038543sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ikena Oncology, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45175G108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| August 8, 2024 |
Exhibit 10.2 July 1, 2024 To: Joti Marango CC: Personnel File RE: July 2024 Retention Cash Bonus Dear Joti, I am delighted to share that in recognition of your ongoing dedication and support, we intend to award you a one-time discretionary bonus of $250,000.00. This bonus will be paid in three installments: $82,500.00 will be paid to you on July 15, 2024, a subsequent $82,500.00 will be paid at th |
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| August 8, 2024 |
Exhibit 10.1 July 1, 2024 To: Mark Manfredi CC: Personnel File RE: July 2024 Retention Cash Bonus Dear Mark, I am delighted to share that in recognition of your ongoing dedication and support, we intend to award you a one-time discretionary bonus of $300,000.00. This bonus will be paid within two business days of the closure of a material transaction involving Ikena, as determined by Ikena’s board |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| May 28, 2024 |
Exhibit 99.2 ® Corporate Presentation Second Quarter 2024 Confidential 1 Forward Looking Statement Any statements in presentation other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements about future expectations, plans and prospects for Ikena Oncology, Inc. including statements regarding the market and therapeu |
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| May 28, 2024 |
Exhibit 99.1 Ikena Oncology Announces Strategic Update Ikena to discontinue development of IK-930 IK-595 dose escalation continues in RAS and RAF mutant cancers; Encouraging PK and PD profile shown to date Ended first quarter with $157.3 million; Exploring strategic options to maximize shareholder value BOSTON, May 28, 2024, – Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena,” “Company”) today announced |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| April 26, 2024 |
Ikena Oncology Annual Report 2023 ikenaoncology.comUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40287 IKENA ONCOLOGY, |
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| March 12, 2024 |
EXHIBIT 97.1 IKENA ONCOLOGY, INC. COMPENSATION RECOVERY POLICY Adopted as of September 19, 2023 Ikena Oncology, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as |
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| March 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Ikena Oncology, Inc. |
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| March 12, 2024 |
As filed with the Securities and Exchange Commission on March 12, 2024 As filed with the Securities and Exchange Commission on March 12, 2024 Registration No. |
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| March 12, 2024 |
EXHIBIT 19.1 IKENA ONCOLOGY, INC. AMENDED AND RESTATED INSIDER TRADING POLICY This memorandum sets forth the policy of Ikena Oncology, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Amended and Restated Insider Trading Policy (this “Insider Trading Policy”) is de |
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| March 11, 2024 |
IKNA / Ikena Oncology, Inc. / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.5 IKENA ONCOLOGY INC COMMON STOCK Cusip #45175G108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #45175G108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,214,929 Item 6: 0 Item 7: 1,215,002 Item 8: 0 Item 9: |
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| February 21, 2024 |
Exhibit 99.1 Ikena Oncology Appoints Caroline Germa, M.D. as Chief Medical Officer Caroline Germa, M.D., an accomplished senior executive and medical oncologist, brings over 25 years of pharmaceutical and drug development expertise Dr. Germa will drive clinical development strategy and oversee the execution of targeted oncology programs, IK-930 and IK-595 Sergio Santillana, M.D., M.Sc., MBA resign |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission |
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| February 21, 2024 |
Exhibit 10.1 IKENA ONCOLOGY, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), made and effective as of this March 6, 2024 (the “Effective Date”) is entered into by Ikena Oncology, Inc. a Delaware corporation (the “Company”) having an office at 645 Summer Street, Suite 101, Boston, MA 02210, and SLSS Consulting, LLC at [***] (the “Consultant”). WHEREAS, the Company and the Con |
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| February 14, 2024 |
SC 13G/A 1 sc13ga307422ikna02142024.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Ikena Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0 |
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| February 14, 2024 |
IKNA / Ikena Oncology, Inc. / Omega Fund VI, L.P. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Ikena Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45175G108 (CUSIP Number) December 31, 2023 (Date of Event Which |
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| February 14, 2024 |
IKNA / Ikena Oncology, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243573d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Ikena Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (the “Shares”) (Tit |
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| February 9, 2024 |
IKNA / Ikena Oncology, Inc. / FMR LLC Passive Investment SCHEDULE 13G Amendment No.4 IKENA ONCOLOGY INC COMMON STOCK Cusip #45175G108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #45175G108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 4,183,739 Item 6: 0 Item 7: 4,184,293 Item 8: 0 Item 9: 4,184,293 Item 11: 9.5 |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission F |
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| January 18, 2024 |
Exhibit 99.1 Ikena Oncology Outlines Key Priorities and Provides Corporate Updates IK-930 optimized formulation now in the clinic; on track to deliver additional monotherapy data in 2H 2024 IK-595 first cohort treated and cleared safety evaluation window Focused execution on core targeted oncology clinical programs; organizational reallocation of resources from exploratory discovery to clinical de |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission F |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| November 9, 2023 |
EXHIBIT 99.1 Ikena Oncology Shares Initial Positive and Differentiated Dose Escalation Data from IK-930 Phase I Trial and Reports Third Quarter 2023 Financial Results Favorable safety profile in dose escalation shown to date; selective TEAD1 inhibition with IK-930 resulted in minimal treatment-related proteinuria without any dose reductions or treatment interruptions Encouraging signs of clinical |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ikena Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45175G108 (CUSIP Number) October 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| October 11, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission F |
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| September 25, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 21, 2023 |
IKNA / Ikena Oncology Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Ikena Oncology, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45175G108 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Teleph |
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| September 21, 2023 |
EX-99.1 2 ss2516138ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 3 to the Statement on Schedule 13D, dated August 4, 2023, with respect to the common stock of Ikena Oncology, Inc., is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amen |
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| September 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| September 14, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 2 to the Statement on Schedule 13D, dated August 4, 2023, with respect to the common stock of Ikena Oncology, Inc., is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible |
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| September 14, 2023 |
IKNA / Ikena Oncology Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Ikena Oncology, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45175G108 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Teleph |
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| September 12, 2023 |
5,954,091 Shares Common Stock Offered by the Selling Stockholders Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-274072 PROSPECTUS 5,954,091 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of (i) 1,647,531 shares of our voting common stock, par value $0.001 per share (“Common Stock” and su |
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| September 6, 2023 |
September 6, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 18, 2023 |
As filed with the Securities and Exchange Commission on August 18, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on August 18, 2023 Registration No. |
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| August 18, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ikena Oncology, Inc. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| August 7, 2023 |
EX-3.1 Exhibit 3.1 IKENA ONCOLOGY, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Ikena Oncology, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted |
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| August 7, 2023 |
EX-99.1 Exhibit 99.1 Ikena Oncology Acquires Pionyr Immunotherapeutics in All-Stock Transaction Ikena receives approximately $43 million in net cash at closing New capital will further accelerate and expand development of Ikena’s targeted oncology pipeline BOSTON, MA and SOUTH SAN FRANCISCO, CA, August 07, 2023 — Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena”), a targeted oncology company forging new |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 (August 4, 2023) IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation |
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| August 7, 2023 |
EX-10.1 Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2023, is entered into by and among Ikena Oncology, Inc., a Delaware corporation (“Ikena”) and Computershare Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, collectively, as initial Rights Agent |
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| August 7, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: IKENA ONCOLOGY, INC.; PORTSMOUTH MERGER SUB I, INC; PORTSMOUTH MERGER SUB II, LLC; PIONYR IMMUNOTHERAPEUTICS, INC. And FORTIS ADVISORS LLC, as the Securityholder Agent Dated as of August 4, 2023 TABLE OF CONTENTS Page Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 1.2 Other Definitional and Interpretative Provisions 1 |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| May 15, 2023 |
Ikena Oncology Announces $40 Million Underwritten Offering EX-99.3 Exhibit 99.3 Ikena Oncology Announces $40 Million Underwritten Offering BOSTON—May 15, 2023 —Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena”, “Company”), a targeted oncology company forging new territory in patient-directed cancer treatment, announced today the pricing of an underwritten offering of 6,110,000 shares of common stock (the “Shares”) at an offering price of $6.550 per share. The g |
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| May 15, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264517 PROSPECTUS SUPPLEMENT (To prospectus dated May 5, 2022) 6,110,000 Shares Common Stock We are offering 6,110,000 shares of our common stock, $0.001 par value per share, at a public offering price of $6.550 per share. Our common stock is listed on The Nasdaq Global Market under the symbol “IKNA.” On May 12, 2023, th |
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| May 15, 2023 |
EX-1.1 2 d504516dex11.htm EX-1.1 Exhibit 1.1 IKENA ONCOLOGY, INC. 6,110,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT May 15, 2023 COWEN AND COMPANY, LLC WILLIAM BLAIR & COMPANY, L.L.C. As Representatives of the several Underwriters c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o William Blair & Company, L.L.C. 150 North Riverside Plaza |
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| May 15, 2023 |
EX-99.1 Exhibit 99.1 Ikena Oncology Reports First Quarter 2023 Financial Results and Highlights Advancements Across Targeted Oncology Pipeline Lead targeted oncology program in Hippo pathway, IK-930, continues to advance through dose escalation with no dose-limiting toxicities observed to-date Preclinical data at AACR Annual Meeting demonstrated IK-930 TEAD1 selectivity with equivalent activity to |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| May 15, 2023 |
EX-99.2 Exhibit 99.2 Corporate Presentation May 2023 Confidential 1 Developing Biology-Driven Medicines and Expanding the Impact of Targeted Oncology • Multiple ongoing clinical trials with expected data readouts in the next 12 months • Leaders in Hippo pathway with clinical stage TEAD1 inhibitor IK-930 • Initial monotherapy dose escalation data in all comers, mesothelioma, We develop differentiat |
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| April 28, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 28, 2023 |
DEFA14A 1 d457446ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 17, 2023 |
EX-99.1 Exhibit 99.1 Ikena Oncology Shares Differentiation Profile of IK-930, a Novel Hippo-Pathway Inhibitor, Including Projected Therapeutic Index Advantages and Breadth of Patient Populations at AACR 2023 Annual Meeting IK-930 is a potent Hippo-pathway inhibitor that selectively binds TEAD1 and broadly represses oncogenic TEAD signaling IK-930’s differentiated paralog selectivity and robust rep |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 17, 2023 |
EX-99.2 Exhibit 99.2 Corporate Presentation April 2023 Confidential 1 Developing Biology-Driven Medicines and Expanding the Impact of Targeted Oncology • Multiple ongoing clinical trials with expected data readouts in the next 12 months • Leaders in Hippo pathway with clinical stage TEAD1 inhibitor IK-930 • Initial monotherapy dose escalation data in all comers, mesothelioma, We develop differenti |
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| March 14, 2023 |
As filed with the Securities and Exchange Commission on March 14, 2023 S-8 As filed with the Securities and Exchange Commission on March 14, 2023 Registration No. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40287 IKENA ONCOLOGY, |
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| March 14, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Ikena Oncology, Inc. |
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| March 14, 2023 |
Amended & Restated Non-Employee Director Compensation Policy EXHIBIT 10.4 IKENA ONCOLOGY, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Ikena Oncology, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or offi |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Ikena Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45175G108 (CUSIP Number) Dec |
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| February 14, 2023 |
IKNA / Ikena Oncology, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Ikena Oncology, Inc (Name of Issuer) Common Stock, par value $0.001 per share (the “Shares”) (Tit |
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| January 10, 2023 |
IKNA / Ikena Oncology, Inc. / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.3 IKENA ONCOLOGY INC COMMON STOCK Cusip #45175G108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #45175G108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,724,575 Item 6: 0 Item 7: 3,724,575 Item 8: 0 Item 9: |
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| December 19, 2022 |
Exhibit 99.1 Ikena Oncology Appoints Owen Hughes as Board Chair Owen Hughes joins Ikena Board as independent director with operational and public company experience Ron Renaud steps down as he transitions into investment management role BOSTON, Dec. 19, 2022 ? Ikena Oncology, Inc. (Nasdaq: IKNA, ?Ikena?), a targeted oncology company forging new territory in patient-directed cancer treatment, today |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 (December 14, 2022) IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorpo |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission |
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| November 28, 2022 |
EX-99.2 Exhibit 99.2 Corporate Presentation Fourth Quarter 2022 Confidential 1 Developing Biology-Driven Medicines and Expanding the Impact of Targeted Oncology • Multiple ongoing clinical trials with expected data readouts in the next 12 months • Leaders in Hippo pathway with clinical stage paralog-selective TEAD inhibitor IK-930 We develop differentiated therapies • Initial mono-therapy in mesot |
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| November 28, 2022 |
EX-99.1 Exhibit 99.1 Ikena Oncology Announces New Program in Next-Generation MEK-RAF Inhibition and Provides Corporate Update Novel best-in-class MEK-RAF complex inhibitor IK-595 targets RAS pathway; IND in 2023 Novel paralog-selective TEAD inhibitor IK-930 advancing as planned in dose escalation; clinical data in 2023 Company prioritizes advancement of targeted oncology portfolio; cash runway ext |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission |
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| November 10, 2022 |
EX-99.1 Exhibit 99.1 Ikena Oncology Announces Initial Clinical Data from IK-175 Program in Urothelial Carcinoma IK-175 combined with nivolumab showed durable antitumor activity with a 20% ORR and 40% DCR in heavily pretreated urothelial carcinoma IK-175 monotherapy activity observed; confirmed partial response with DoR of 14.9 months and ongoing Program in collaboration with Bristol Myers Squibb a |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| October 11, 2022 |
IKNA / Ikena Oncology, Inc. / FMR LLC Passive Investment SCHEDULE 13G Amendment No.2 IKENA ONCOLOGY INC CLASS A COMMON STOCK Cusip #45175G108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #45175G108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,526,151 Item 6: 0 Item 7: 2,526,203 Item 8: 0 Item 9: 2,526,203 Item |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| June 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 (June 9, 2022) IKENA ONCOLOGY, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) ( |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40287 IKENA ONCOLOGY, INC. |
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| May 3, 2022 |
May 3, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 2, 2022 |
United States securities and exchange commission logo May 2, 2022 Mark Manfredi Chief Executive Officer Ikena Oncology, Inc. |
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| April 27, 2022 |
As filed with the Securities and Exchange Commission on April 27, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2022 Registration No. |
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| April 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ikena Oncology, Inc. |
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| April 27, 2022 |
Form of Subordinated Indenture between Registrant and one or more trustees to be named Exhibit 4.6 IKENA ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Certif |
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| April 27, 2022 |
Form of Senior Indenture between Registrant and one or more trustees to be named Exhibit 4.5 IKENA ONCOLOGY, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Certifica |
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| April 27, 2022 |
Sale Agreement, dated as of April 27, 2022, between the Registrant and Jefferies LLC Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM April 27, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Ikena Oncology, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common stoc |
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| April 13, 2022 |
Exhibit 99.1 Ikena Appoints Jotin Marango, M.D., Ph.D., as Chief Financial Officer and Head of Corporate Development Dr. Marango brings years of valued experience in oncology biopharma business, finance, and corporate relations & development BOSTON, April 13, 2022 ? Ikena Oncology, Inc. (Nasdaq: IKNA, ?Ikena?), a targeted oncology company forging new territory in patient-directed cancer treatment, |
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| April 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2022 IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorporation) (Commission File |
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| March 17, 2022 |
As filed with the Securities and Exchange Commission on March 17, 2022 As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 17, 2022 |
Exhibit 4.3 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the general terms and provisions of the registered capital stock Ikena Oncology, Inc. (?Ikena?, ?we?, ?our?) does not purport to be complete and is subject to, and qualified in its entirety by, reference to our Fifth Amended and Restat |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40287 IKENA ONCOLOGY, |
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| March 17, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Ikena Oncology, Inc. |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 (February 18, 2022) IKENA ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40287 81-1697316 (State or other jurisdiction of incorpo |
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| February 14, 2022 |
13G CUSIP NO. 45175G108 Exhibit 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Ikena Oncology, Inc. Dated: February 14, 2022 OMEGA FUND VI, L.P. BY: Omeg |
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| February 14, 2022 |
13G CUSIP NO. 45175G108 Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person?s true and lawful attorney-in-fact, to: (1) execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the ?Reports?), |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Ikena Oncology, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 45175G108 (CUSIP Number) Dec |
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| February 14, 2022 |
IKNA / Ikena Oncology, Inc. / Omega Fund VI, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Ikena Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45175G108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta |