Director Wang Stephen Hui was granted 250,721 shares (SEC Form 4)
$IMA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [ IMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/25/2025 | A(1)(2)(3) | 188,042(3) | A | (1)(2)(3) | 188,042 | I | HLC Healthcare HK Limited(4) | ||
| Common Stock | 07/25/2025 | A(1)(2)(5) | 50,144(5) | A | (1)(2)(5) | 50,144 | I | By Galaxy Alpha L.P.(4) | ||
| Common Stock | 07/25/2025 | A(1)(2)(6) | 12,535(6) | A | (1)(2)(6) | 12,535 | I | By Magic Hat L.P.(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Under the terms of the Agreement and Plan of Merger, dated as of December 23, 2024, by and among, the Issuer, Insight Merger Sub I, a wholly-owned subsidiary of the Issuer ("Merger Sub I"), Insight 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). |
| 2. 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. |
| 3. Consists of 127,703 shares of the Issuer's Common Stock received in exchange for 41,856,123 Series C-1 Preferred Shares of Legacy Inmagene and 60,339 shares of the Issuer's Common Stock received in exchange for 19,777,018 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement. |
| 4. HLC Healthcare HK Limited is controlled by HLC Partners III L.P., whose general partner is HLC GP III Company Limited ("HLC GP"). HLC GP is wholly owned by Mr. Wang. HLC GP also acts as the general partner of Galaxy Alpha L.P. and Magic Hat L.P.. The voting and investment power of shares held by HLC Healthcare HK Limited, Galaxy Alpha L.P. and Magic Hat L.P. is exercised by Mr. Wang. Accordingly, Mr. Wang has an indirect pecuniary interest over the shares of the Issuer held by HLC Healthcare HK Limited. Mr. Wang disclaims beneficial ownership of the shares held by HLC Healthcare HK Limited, except to the extent of his pecuniary interest therein, if any. |
| 5. Consists of 34,054 shares of the Issuer's Common Stock received in exchange for 11,161,633 Series C-1 Preferred Shares of Legacy Inmagene and 16,090 shares of the Issuer's Common Stock received in exchange for 5,273,871 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement. |
| 6. Consists of 8,513 shares of the Issuer's Common Stock received in exchange for 2,790,408 Series C-1 Preferred Shares of Legacy Inmagene and 4,022 shares of the Issuer's Common Stock received in exchange for 1,318,468 Series C-2 Preferred Shares of Legacy Inmagene pursuant to the Merger Agreement. |
| Remarks: |
| This Form 4 is being filed late due to delays in obtaining the reporting person's EDGAR codes. |
| /s/ Erin Butler, Attorney-in-Fact | 10/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||