aibioImageneBio agrees to sell pre-funded warrants for about $30 million in private placement
Tickers IMA
The warrants cover up to 5,770,335 shares at $5.199 per warrant share, with closing expected on or about April 14, 2026. ImageneBio plans to use the proceeds for its IMG-007 programs.
Key facts
- Company
- ImageneBio, Inc. (NASDAQ: IMA)
- News type
- Financings
- Primary source
- ImageneBio, Inc. Form 8-K filed April 13, 2026 (SEC EDGAR)
ImageneBio, Inc. (Nasdaq: IMA) agreed on April 12, 2026 to sell pre-funded warrants to certain institutional and accredited investors in a private placement. The company expects gross proceeds of approximately $30 million. It reported the deal in a Form 8-K filed April 13, 2026. The closing was anticipated on or about April 14, 2026, subject to customary closing conditions, so the sale had not closed when the company filed the report.
The terms
The warrants are for up to 5,770,335 shares of the company's voting common stock, par value $0.001, sold at $5.199 per warrant share. Each pre-funded warrant carries an exercise price of $0.001 per share, subject to customary adjustments. It can be exercised at any time after issue, does not expire until it is exercised in full, and can be exercised on a net, or cashless, basis.
The 8-K says a holder may not exercise a warrant if the holder would then own beneficially more than a specified limit, which the filing says cannot exceed 19.99% of the common stock. In substance, a pre-funded warrant with a nominal exercise price gives the buyer the economic equivalent of common shares, paid for in advance.
Registration and dilution
At the closing, ImageneBio agreed to enter into a Registration Rights Agreement with the investors. Under it, the company will file a registration statement with the Securities and Exchange Commission within three business days after August 1, 2026, subject to certain allowable delays. The statement will register for resale the shares issuable when the warrants are exercised, and the company agreed to make it effective promptly. The 8-K says cash penalties apply if registration fails, but it does not state their amount, and it does not give the number of shares outstanding before the sale, so the scale of dilution cannot be read from the report.
The securities have not been registered under the Securities Act of 1933 or state securities laws. The company relies on the exemption in Section 4(a)(2) of the Securities Act, and restrictive legends will be placed on the securities.
Who is named
The Securities Purchase Agreement, dated April 12, 2026 and filed as Exhibit 10.1, names Leerink Partners LLC as the Placement Agent. Section 5.7 makes the company responsible for placement agent fees, but the agreement does not state a fee amount. The agreement requires an opinion from Cooley LLP as company counsel, to be delivered at closing. The 8-K describes the buyers only as institutional and accredited investors, and the filings name no counsel for them. The investors each buy severally, not jointly.
Kristin Yarema, Ph.D., chief executive officer, signed the 8-K.
Use of proceeds
The company expects to use the proceeds, together with its existing cash and cash equivalents, to support late-phase development readiness in atopic dermatitis and to expand development of IMG-007 into additional indications, including alopecia areata. The annual report describes IMG-007 as receptor-targeting rather than ligand-targeting, with initial evaluation in atopic dermatitis.
The annual report on Form 10-K for 2025 shows why the company keeps raising money. Net cash used in operating activities was $47,844 thousand in 2025, against a net loss of $45.3 million. Financing activities provided $135,468 thousand in the same year. The annual report also says that if the company is not successful in obtaining sufficient funding, it may be forced to delay, limit, reduce or terminate its research and development programs. It warns that reducing or eliminating planned operations could have a material adverse effect on its ability to operate as a going concern.
Background
The annual report says the company was formerly Ikena Oncology, Inc., and that it completed a merger with Inmagene Biopharmaceuticals, a privately held Cayman Islands company, after a 1-for-12 reverse stock split. It changed its name to ImageneBio, Inc. on July 25, 2025. The 8-K describes the warrant sale as a single transaction under one purchase agreement, and it does not discuss the company's cash position apart from the proceeds it expects to use.