aibioIkena Oncology (now ImageneBio) completes Inmagene merger, issues contingent value rights
Tickers IMA
Ikena Oncology, now ImageneBio, closed its merger with Inmagene Biopharmaceuticals on July 25, 2025. It issued contingent value rights to both sets of shareholders, which pay only from proceeds of selected assets, and it took on a transition services deal with a company owned by Inmagene's legacy holders.
Key facts
- Company
- ImageneBio, Inc. (NASDAQ: IMA)
- News type
- Mergers
- Primary source
- ImageneBio, Inc. Form 8-K filed July 29, 2025 (SEC EDGAR)
Ikena Oncology, Inc., now ImageneBio, Inc. (Nasdaq: IMA), completed its merger with Inmagene Biopharmaceuticals on July 25, 2025. The company reported the closing in a Form 8-K filed July 29, 2025, which also covers two contingent value rights agreements and a transition services agreement. The deal followed an Agreement and Plan of Merger dated December 23, 2024 among Ikena, its subsidiaries Merger Sub I and Merger Sub II, and Inmagene. Ikena changed its name to ImageneBio on July 25, 2025.
Terms of the merger
Ikena first effected a 1-for-12 reverse stock split. Each Inmagene share was converted into 0.0030510 shares of Ikena common stock, and Ikena issued 4,601,368 shares to Inmagene shareholders. The company estimates about 11,181,676 shares outstanding after the merger and a private placement it calls the PIPE Financing. After the merger and the PIPE Financing, pre-merger Inmagene holders owned about 43.5%, pre-merger Ikena holders about 35.0% and the PIPE investors about 21.5%, fully diluted. The 8-K names OrbiMed, Deep Track Capital and entities affiliated with Biotechnology Value Fund among the PIPE buyers. It does not name a placement agent, underwriter, financial adviser or counsel for the merger or the PIPE Financing.
The shares traded on the Nasdaq Global Market as IKNA through July 25, 2025 and began trading on the Nasdaq Capital Market as IMA on July 28, 2025.
Ikena's old business
Ikena described itself as historically a targeted oncology company. In May 2024 it said it would seek strategic alternatives and discontinued IK-930. IK-595, a molecular glue aimed at the MEK and RAF proteins, is now among the pre-merger assets whose proceeds go to Ikena's CVR holders, and the company has no obligation to sell it.
Contingent value rights for two groups
Ikena and Computershare Trust Company, N.A., as rights agent, signed a Contingent Value Rights Agreement on July 25, 2025. Ikena shareholders of record on July 24, 2025 received one right for each share. Holders are entitled to 100% of net proceeds from milestone, royalty or earnout payments under disposition agreements signed before closing, and 90% under agreements signed in the first year after. The 8-K says there can be no assurance that any holder will be paid.
A second agreement among Ikena, Inmagene and Computershare gives Inmagene shareholders one right per share, covering Inmagene programs other than IMG-007, with the same 100% and 90% split.
The non-OX40 divestiture and related parties
Before closing, Inmagene sold its non-IMG-007 business to Miragene Inc, called SellCo. Miragene Co, held by Inmagene's pre-merger shareholders, bought SellCo for a promissory note of $8,900,000; payments on it go to Inmagene CVR holders. IMG-007, an anti-OX40 monoclonal antibody for atopic dermatitis, is now the only clinical-stage product candidate.
Under a Transition Services Agreement, SellCo provides services for the IMG-007 program, including manufacturing, regulatory affairs and clinical trial support. The initial term is six months, extending automatically for six more unless the company gives notice in the first three months. At closing the company paid SellCo $1.25 million as a prepayment, with up to $1.25 million more if the term extends,, and services after the initial term carry an annual full-time-equivalent rate of $200,000. Inmagene's legacy shareholders own and control SellCo. Its chief executive is Jonathan Jian Wang, Ph.D., Inmagene's former chief executive, who sits on ImageneBio's board.
Drug licences and leadership
IMG-007 is licensed from HUTCHMED Limited. Inmagene exercised its option on February 2, 2024 by issuing 140,636,592 ordinary shares. The company must pay up to $92.5 million per licensed product in milestones, $20.0 million of it before first U.S. approval, plus up to $135.0 million per compound in sales milestones and tiered royalties.
Mark Manfredi, Ph.D., resigned from Ikena at closing and is entitled to severance plus a $1,050,000 transaction bonus and a $300,000 retention award. Dr. Wang's employment as Inmagene's chief executive ended. Kristin Yarema, Ph.D., is chief executive, Jotin Marango, M.D., Ph.D., chief financial officer, and Yufang Lu, M.D., Ph.D., chief medical officer.
Inmagene dosed the first patient in a Phase 2b trial of IMG-007 in moderate-to-severe atopic dermatitis on July 1, 2025. The 8-K gives no combined cash balance or net loss.