08/07/2025 | Press release | Distributed by Public on 08/07/2025 15:29
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $28.72 | 07/25/2025 | A | 38,137 | (1) | 02/27/2027 | Common Stock | 38,137 | (2)(3)(4) | 38,137 | D | ||||
| Employee Stock Option (right to buy) | $4.59 | 07/25/2025 | A | 27,459 | (5) | 07/01/2027 | Common Stock | 27,459 | (2)(3)(6) | 27,459 | D | ||||
| Employee Stock Option (right to buy) | $4.59 | 07/25/2025 | A | 4,591 | (1) | 03/21/2028 | Common Stock | 4,591 | (2)(3)(7) | 4,591 | D | ||||
| Employee Stock Option (right to buy) | $4.59 | 07/25/2025 | A | 6,102 | (1) | 06/14/2028 | Common Stock | 6,102 | (2)(3)(8) | 6,102 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lu Yufang C/O IMAGENEBIO, INC. 12526 HIGH BLUFF DRIVE, SUITE 345 SAN DIEGO, CA 92130 |
Chief Medical Officer | |||
| /s/ Jotin Marango, Attorney-in-Fact | 08/07/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date. |
| (2) | Under the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among, the Issuer, Merger Sub I, a wholly-owned subsidiary of the Issuer ("Merger Sub I"), Merger Sub II, a wholly-owned subsidiary of the Issuer ("Merger Sub II") and Inmagene Biopharmaceuticals ("Legacy Inmagene") (the "Merger Agreement"), on July 25, 2025, Merger Sub I merged with and into Legacy Inmagene (the "First Merger"), with Legacy Inmagene surviving the First Merger as a wholly-owned subsidiary of the Issuer, and immediately after the First Merger, Legacy Inmagene merged with and into Merger Sub II, with Merger Sub II surviving the First Merger as a wholly-owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Merger"). (continued in the next footnote). |
| (3) | Upon the closing of the Merger, each Legacy Inmagene ordinary and preferred share was converted into the right to receive 0.003051 of shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Ikena Oncology, Inc. ("Ikena") to ImageneBio, Inc. |
| (4) | Received in exchange for a stock option to acquire 12,500,000 shares of common stock of Legacy Inmagene with the exercise price of $0.0876 per share pursuant to the Merger Agreement. |
| (5) | (i) 15,255 shares subject to the option vest as follows: 25% of such shares vested on the one year anniversary of the vesting commencement date and the balance of such shares will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date and (ii) 12,204 shares subject to the option vest as follows: (a) 3,051 of such shares will vest at the end of the first anniversary of grantee's qualified move to San Diego ("QMSD") and (b) 9,153 of such shares will vest in equal annual installments over the following three (3) years measured from the first anniversary of the QMSD, subject to grantee's QMSD not being terminated. |
| (6) | Received in exchange for a stock option to acquire 9,000,000 shares of common stock of Legacy Inmagene with the exercise price of $0.014 per share pursuant to the Merger Agreement. |
| (7) | Received in exchange for a stock option to acquire 1,505,000 shares of common stock of Legacy Inmagene with the exercise price of $0.014 per share pursuant to the Merger Agreement. |
| (8) | Received in exchange for a stock option to acquire 2,000,000 shares of common stock of Legacy Inmagene with the exercise price of $0.014 per share pursuant to the Merger Agreement. |
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Remarks: This Form 4 is being filed late due to delays in obtaining the reporting person's EDGAR codes. |
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