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~~ 21October 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 Number)

(I.R.S. Employer

Identification No.)


12526 High Bluff Drive, Suite 345
San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 345-6265

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

IMA

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On October 23, 2025, we provided written notice (cthe “Notice”) of our election to (i) not have that certain transition services agreement, dated July 25, 2025 (the “Agreement”) with Miragene Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Miragene”), automatically renew under the current service terms and (ii) extend the term for six months following the end of the initial term for a subset of the original services, including services related to chemistry, manufacturing and controls, translational sciences research and support (the “Miragene Extension Services”). The total fees payable to Miragene for the Miragene Extension Services are $200,000.

OnItem ~~October 21,~~1.02 ~~2025,~~Termination ~~the board~~ of ~~directors~~a ofMaterial ~~ImageneBio,~~Definitive ~~Inc~~Agreement. ~~(the “Company”) appointed Kristin Yarema, Ph.D., the Company’s Chief Executive Officer, as the Company’s interim principal financial officer, effective immediately.~~

~~Dr. Yarema’s~~To ~~biographical information is set forth under~~ the ~~section~~extent ~~titled~~required ~~“Management”~~by inItem ~~the~~1.02 ~~Company’s~~of ~~registration statement on~~ Form S8-~~1 (File No. 333-290108)~~K, ~~filed with~~ the ~~Securities~~information ~~and~~contained ~~Exchange~~in ~~Commission~~Item on1.01 ~~September 8, 2025, and~~ is incorporated ~~herein~~ by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMAGENEBIO, INC.

Date: October 22, 2025

/s/ Kristin Yarema

Date: October 29, 2025

/s/ Kristin Yarema

Kristin Yarema, Ph.D.

Chief Executive Officer

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