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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-40287

ImageneBio, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	81-1697316
(State or other jurisdiction of incorporation or organization)	(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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 3, 2025, the registrant had 11,181,672 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	5

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	6
	Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Stockholders' Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3.	Defaults Upon Senior Securities	89
Item 4.	Mine Safety Disclosures	89
Item 5.	Other Information	89
Item 6.	Exhibits	90
Signatures		92

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains express or implied forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. All statements, other than statements of historical facts, contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

•

our strategies, prospects, plans, expectations or objectives of management for our future operations;

•

the potential benefits of IMG-007, including as compared to our competitors’ products and product candidates;

•

our ability to maintain and protect our intellectual property rights;

•

legislative, regulatory, political and economic developments beyond our control and the potential impact on our business;

•

our plans and ability to raise significant additional capital to proceed with the development and commercialization of IMG-007 and any future product candidates and to fund our continued operations;

•

the initiation, timing and potential of planned or ongoing clinical trials for IMG-007, including the timing for data readouts;

•

our progress, scope or timing of the development of IMG-007, including our plans to develop IMG-007 for additional immunological and inflammatory indications;

•

expectations surrounding the potential safety, efficacy, and regulatory and clinical progress of IMG-007 and anticipated milestones and timing therefor;

•

our plans and expectations regarding our current or future collaborations;

•

our ability to successfully commercialize IMG-007, if approved, the rate and degree of market acceptance of IMG-007 and the favorability of pricing regulations, reimbursement practices from third-party payors or healthcare reform initiatives in the United States and abroad;

•

our ability to successfully identify and validate new product candidates or additional indications for IMG-007;

•

our planned use of cash and cash equivalents and the milestones we expect to fund with such proceeds;

•

the accuracy of our estimates regarding our cash runway, expenses, future revenues and capital requirements;

•

the sufficiency of our internal controls and procedures and our plans and ability to remediate any material weaknesses;

•

our expectations and plans regarding ongoing legal proceedings against us;

•

our ability to recognize the benefits that may be derived from the Merger, including the commercial or market opportunity of IMG-007;

•

developments and projections relating to our competitors, our industry or the market opportunities for IMG-007 or any future product candidates;

•

regulatory, political, environmental, economic and public health developments in the United States and foreign countries.; and

•

other risks and uncertainties, including those under the caption “Risk Factors.”

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report, particularly in the “Risk Factors” section, which could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or into which we may enter.

In addition, statements indicating that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference herein and have filed or incorporated by reference as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Summary of the Material and Other Risks Associated with Our Business

Our business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating our business. These risks include, but are not limited to, the following:

•

We are a clinical-stage biopharmaceutical company with a limited operating history, which may make it difficult to evaluate our current business and predict our future performance;

•

We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability;

•

We will need to obtain substantial additional funding to complete the development and any commercialization of IMG-007 and any future product candidates, which may cause dilution to our stockholders. If we are unable to raise this capital when needed, we may be forced to delay, reduce or eliminate our research and development programs or other operations;

•

Our business is entirely dependent on the success of IMG-007 for the treatment of AD and for other potential indications;

•

Clinical trials are expensive, time-consuming, difficult to design and implement, and have an uncertain outcome. Further, we may encounter substantial delays in our clinical trials;

•

Our rights to develop and commercialize IMG-007 are subject, in part, to the terms and conditions of licenses granted to us by others;

•

If we breach our current or future licenses or other intellectual property-related agreements for IMG-007 or any future product candidates or otherwise experience disruptions to our business relationships with our current or future licensors, we could lose the ability to continue the development and commercialization of our product candidates;

•

We face substantial competition from other pharmaceutical and biotechnology companies, and our operating results may suffer if we fail to compete effectively;

•

The regulatory approval process of the United States Food and Drug Administration (“FDA”) and comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval for IMG-007 or any future product candidates, and any such regulatory approval may be for a more narrow indication than we seek;

•

Even if we receive regulatory approval of IMG-007 or any future product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with IMG-007 or any future product candidates;

•

If we are unable to obtain and maintain patent protection for IMG-007 or any future product candidates or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets;

•

Legacy Inmagene identified a material weakness in its internal control over financial reporting. If we fail to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock;

•

The market price of our common stock is expected to be volatile;

•

We will incur costs and demands upon management as a result of complying with the laws, rules and regulations affecting public companies;

•

If we fail to attract and retain management and other key personnel, we may be unable to continue to successfully develop or commercialize our product candidates or otherwise implement our business plan;

•

We do not anticipate that we will pay any cash dividends in the foreseeable future;

•

An active trading market for our common stock may not develop and our stockholders may not be able to resell their shares of common stock for a profit, if at all;

•

Future sales of shares by existing stockholders could cause our stock price to decline; and

•

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.

The material and other risks summarized above should be read together with the text of the full risk factors in the “Risk Factors” section and with the other information set forth in this Quarterly Report, including our consolidated financial statements and the related notes, as well as with other documents that we file with the United States Securities and Exchange Commission. If any such material and other risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The risks summarized above or described in full in the “Risk Factors” section, are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited).

IMAGENEBIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)


	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	103,162		$	12,118
Marketable securities		39,421			—
Prepaid expenses and other current assets (1)		4,949			350
Total current assets		147,532			12,468
Non-current assets:
Operating lease right-of-use assets, net		884			547
Promissory note receivable from related party (Note 8)		7,510			—
Other non-current assets		4,952			1,019
Deferred offering costs		—			1,888
Total assets	$	160,878		$	15,922
Liabilities, Redeemable Convertible Preferred Shares and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	2,081		$	5,290
Accrued expenses and other current liabilities		6,902			3,460
Deferred revenue, current		—			650
Lease liabilities, current		2,161			309
Term loan		—			7,500
Total current liabilities	$	11,144			17,209
Non-current liabilities:
Lease liabilities, non-current		1,284			239
CVR liability due to related party (Note 8)		7,510
Other non-current liabilities		1,108			—
Total liabilities	$	21,046			17,448
Commitments and contingencies (Note 12)
Redeemable convertible preferred shares:
Redeemable convertible preferred shares - $0.00005 par value; no shares and 2,905,696 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares and 2,163,434 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $0 and $163,575 as of September 30, 2025 and December 31, 2024, respectively		—			159,039
Total redeemable convertible preferred shares		—			159,039
Stockholders’ equity (deficit):
Series A convertible preferred shares - $0.00005 par value; no shares authorized as of September 30, 2025 and 994,869 shares authorized, issued and outstanding as of December 31, 2024		—			18,967
Preferred Stock - $0.001 par value, 10,000,000 shares authorized as of September 30, 2025 and none authorized as of December 31, 2024, respectively; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Voting Common stock - $0.001 par value, 142,000,000 and 57,119,423 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 10,650,956 and 1,409,884 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		11			1
Non-Voting Common Stock - $0.001 par value, 8,000,000 shares authorized as of September 30, 2025 and none authorized as of December 31, 2024, respectively; 530,716 shares and no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Additional paid-in capital		362,870			2,158
Accumulated deficit		(223,143	)		(179,900	)
Accumulated other comprehensive income (loss)		94			(1,791	)
Total stockholders’ equity (deficit)		139,832			(160,565	)
Total liabilities, redeemable convertible preferred shares and stockholders’ equity (deficit)	$	160,878		$	15,922

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

(1) Includes related party amount of $0.8 million and zero at September 30, 2025 and December 31, 2024, respectively.

IMAGENEBIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
License revenue	$	—		$	3,500		$	800		$	3,500
Operating expenses:
Research and development (1)		15,558			3,885			25,251			28,350
General and administrative		11,036			1,651			15,496			6,008
Total operating expenses		26,594			5,536			40,747			34,358
Loss from operations		(26,594	)		(2,036	)		(39,947	)		(30,858	)
Other income (expense):
Interest income (expense), net		(96	)		46			(409	)		344
Other income (expense), net		1,837			(1,193	)		1,841			(1,242	)
Total other income (expense), net		1,741			(1,147	)		1,432			(898	)
Loss before income taxes		(24,853	)		(3,183	)		(38,515	)		(31,756	)
Income tax benefit		(74	)		—			(74	)		—
Net loss	$	(24,779	)	$	(3,183	)	$	(38,441	)	$	(31,756	)
Accretion of redeemable convertible preferred shares		(846	)		(2,998	)		(7,046	)		(8,757	)
Net loss attributable to common stockholders	$	(25,625	)	$	(6,181	)	$	(45,487	)	$	(40,513	)
Loss per share – basic and diluted:
Common stock	$	(2.91	)	$	(2.58	)	$	(9.98	)	$	(19.14	)
Series A convertible preferred shares	$	(2.91	)	$	(2.58	)	$	(9.98	)	$	(19.14	)
Weighted average shares used to compute basic and diluted loss per share:
Common stock		8,526,781			1,400,557			3,808,867			1,121,742
Series A convertible preferred shares		270,345			994,869			750,707			994,869
Comprehensive loss:
Net loss	$	(24,779	)	$	(3,183	)	$	(38,441	)	$	(31,756	)
Other comprehensive loss:
Unrealized gain on marketable securities		94			—			94			—
Foreign currency translation adjustment		(3	)		2			(29	)		(98	)
Total comprehensive loss	$	(24,688	)	$	(3,181	)	$	(38,376	)	$	(31,854	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

(1)

Includes related party amount of $0.4 million for the three and nine months ended September 30, 2025, respectively, and zero for the three and nine months ended September 30, 2024, respectively.

IMAGENEBIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED SHARES AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands, except share data)



	Redeemable Convertible Preferred Shares						Series A Convertible Preferred Shares						Common Stock				Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity (Deficit)
	Shares			Amount			Shares			Amount			Shares		Amount
Balance at December 31, 2024		2,163,434		$	159,039			994,869		$	18,967			1,409,884	$	1	$	2,158		$	(179,900	)	$	(1,791	)	$	(160,565	)
Issuance of common stock upon exercise of stock options		—			—			—			—			1,763		—		45			—			—			45
Stock based compensation		—			—			—			—			—		—		57			—			—			57
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			3,051			—			—			—		—		(2,244	)		(807	)		—			(3,051	)
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			(9	)		(9	)
Net loss		—			—			—			—			—		—		—			(6,077	)		—			(6,077	)
Balance at March 31, 2025		2,163,434		$	162,090			994,869		$	18,967			1,411,647	$	1	$	16		$	(186,784	)	$	(1,800	)	$	(169,600	)
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			3,149			—			—			—		—		—			(3,149	)		—			(3,149	)
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			(17	)		(17	)
Net loss		—			—			—			—			—		—		—		$	(7,585	)		—			(7,585	)
Balance at June 30, 2025		2,163,434		$	165,239			994,869		$	18,967			1,411,647	$	1	$	16		$	(197,518	)	$	(1,817	)	$	(180,351	)
Stock based compensation		—			—			—			—			—		—		15,283			—			—			15,283
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			846			—			—			—		—		—			(846	)		—			(846	)
Exchange of redeemable convertible preferred shares and convertible preferred shares into common stock upon the closing of the reverse recapitalization		(2,163,434	)		(166,085	)		(994,869	)		(18,967	)		3,158,303		3		185,049			—			—			166,085
Issuance costs in connection with reverse recapitalization		—			—			—			—			—		—		(9,431	)		—			—			(9,431	)
Issuance of common stock to former Ikena stockholders for reverse recapitalization		—			—			—			—			4,071,958		4		83,030			—			—			83,034
Issuance of common stock in PIPE Financing, net of issuance costs of $3.9 million		—			—			—			—			2,508,339		3		71,127			—			—			71,130
Forgiveness of term loan in connection with reverse recapitalization		—			—			—			—			—		—		22,989			—			—			22,989
Issuance of restricted stock units in connection with the reverse recapitalization		—			—			—			—			31,425		—		—			—			—			—
Distribution of Legacy Inmagene CVR to Legacy Inmagene Stockholders		—			—			—			—			—		—		(6,720	)		—			—			(6,720	)
Non-OX40 Divestiture		—			—			—			—			—		—		1,527			—			1,820			3,347
Unrealized gain on marketable securities		—			—			—			—			—		—		—			—			94			94
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			(3	)		(3	)
Net loss		—			—			—			—			—		—		—			(24,779	)		—			(24,779	)
Balance at September 30, 2025		—		$	—			—		$	—			11,181,672	$	11	$	362,870		$	(223,143	)	$	94		$	139,832

Balance at December 31, 2023		2,163,434		$	147,223			994,869		$	18,967			980,802	$	1	$	—		$	(143,323	)	$	(1,753	)	$	(126,108	)
Common stock issuable pursuant to Hutchmed agreement		—			—			—			—			—		—		13,965			—			—			13,965
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			2,851			—			—			—		—		(2,851	)		—			—			(2,851	)
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			(38	)		(38	)
Net loss		—			—			—			—			—		—		—			(22,314	)		—			(22,314	)
Balance at March 31, 2024		2,163,434		$	150,074			994,869		$	18,967			980,802	$	1	$	11,114		$	(165,637	)	$	(1,791	)	$	(137,346	)
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			2,908			—			—			—		—		(2,908	)		—			—			(2,908	)
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			(62	)		(62	)
Net loss		—			—			—			—			—		—	$	—			(6,259	)		—			(6,259	)
Balance at June 30, 2024		2,163,434		$	152,982			994,869		$	18,967			980,802	$	1	$	8,206		$	(171,896	)	$	(1,853	)	$	(146,575	)
Issuance of common stock pursuant to Hutchmed Agreement		—			—			—			—			429,082		—		—			—			—			—
Accretion of Redeemable Convertible Preferred Shares to redemption value		—			2,998			—			—			—		—		(2,998	)		—			—			(2,998	)
Foreign currency translation adjustment		—			—			—			—			—		—		—			—			2			2
Net loss		—			—			—			—			—		—	$	—			(3,183	)		—			(3,183	)
Balance at September 30, 2024		2,163,434		$	155,980			994,869		$	18,967			1,409,884	$	1	$	5,208		$	(175,079	)	$	(1,851	)	$	(152,754	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

IMAGENEBIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(38,441	)	$	(31,756	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6			1,119
Non-cash interest expense		489			—
Stock-based compensation expense		15,340			—
Accretion/amortization of premium/discount of available-for-sale securities		(33	)		—
Amortization of right of use-assets		466			313
Gain on early extinguishment of lease liability		(149	)		—
Loss on disposal of property and equipment		—			1,287
Non-cash research and development expenses for the common stock issuable pursuant to Hutchmed Agreement		—			13,965
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,574	)		(233	)
Other non-current assets		(1,277	)		121
Accounts payable		(2,179	)		(2,236	)
Accrued expenses and other current liabilities		(9,945	)		(731	)
Deferred revenue		(650	)		650
Operating lease liabilities		(694	)		(343	)
Other long-term liabilities		15			-
Net cash used in operating activities	$	(40,626	)	$	(17,844	)
Cash flows from investing activities:
Cash divested in Non-OX40 divestiture		(5,215	)		—
Proceeds from disposal of property and equipment		—			869
Purchases of marketable securities		(1,485	)		—
Maturities and sales of marketable securities		2,250			10,151
Net cash provided by investing activities	$	(4,450	)	$	11,020
Cash flows from financing activities:
Proceeds from term loan		15,000			—
Proceeds from exercise of stock options		45			—
Issuance costs in connection with reverse recapitalization		(5,338	)		—
Cash acquired in connection with reverse recapitalization		54,631			—
Proceeds from common stock issued in PIPE Financing, net of issuance costs		71,130			—
Net cash provided by financing activities		135,468			—
Effects of exchange rates on cash and cash equivalents		652		117
Net increase (decrease) in cash and cash equivalents	$	91,044		$	(6,707	)
Cash and cash equivalents, beginning of year	$	12,118		$	15,321
Cash and cash equivalents, end of year	$	103,162		$	8,731
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	14		$	1
Supplemental disclosure of non-cash investing and financing information:
Accretion of redeemable convertible preferred shares	$	7,046		$	8,757
Exchange of preferred shares into common stock upon closing of reverse recapitalization	$	185,049		$	—
Forgiveness of term loan upon closing of reverse recapitalization	$	22,989		$	—
Reverse recapitalization issuance costs in accrued expenses	$	3,500		$	—
Issuance of promissory note in connection with divesture	$	6,720		$	—
Net assets derecognized in connection with Non-OX40 Divestiture	$	5,193		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

IMAGENEBIO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization

Description of Business

ImageneBio, Inc. (collectively, with its consolidated subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company developing therapeutics for patients with immunological, autoimmune and inflammatory diseases. The Company’s program IMG-007 is a non-depleting anti-OX40 monoclonal antibody (“mAb”) which binds specifically to OX40 receptor on activated T cells to block their binding to OX40 ligand (“OX40L”).

The Merger

On July 25, 2025 (the “Closing Date”), the Delaware corporation formerly known as “Ikena Oncology, Inc.” (“Ikena”) completed its previously announced merger with Inmagene Biopharmaceuticals, a privately held exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Legacy Inmagene”). The transaction was completed in accordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024 ( the “Merger Agreement”), by and among Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub I”), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub II”), and Legacy Inmagene, providing for the merger of Merger Sub I with and into Legacy Inmagene, with Legacy Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequent merger of the surviving entity of the First Merger with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (the “Second Merger” and, together with the First Merger, the “Merger”). In addition, on July 25, 2025, Ikena changed its name from “Ikena Oncology, Inc.” to “ImageneBio, Inc.”

Prior to the effective time of the First Merger (the “First Effective Time”), Ikena effected a 1-for-12 reverse stock split (the “Reverse Stock Split”) of its issued common stock (“Ikena Common Stock”). At the First Effective Time, (i) each ordinary share and preferred share of Legacy Inmagene (each such share, a “Legacy Inmagene Share”) held as treasury shares immediately prior to the First Effective Time were canceled and ceased to exist, and no consideration was delivered in exchange therefor, (ii) each then-outstanding Legacy Inmagene Share was converted into the right to receive 0.0030510 shares of Ikena Common Stock (such ratio, the “Exchange Ratio”) and (iii) each then-outstanding option to purchase Legacy Inmagene Shares was converted into an option to purchase Ikena Common Stock, subject to adjustment as set forth in the Merger Agreement.

All references to common stock, options to purchase common stock, common stock share data, per share data, preferred shares and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Exchange Ratio for all periods presented, including the change from ordinary shares to common stock, unless otherwise specifically indicated or the context otherwise requires.

The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company determined that Legacy Inmagene was the accounting acquirer and Ikena was the accounting acquiree of the Merger in accordance ASC Topic 805. Management concluded that Legacy Inmagene was the accounting acquirer primarily due to: (i) the Legacy Inmagene stockholders receiving the largest portion of the voting rights in the Company following the First Merger, (ii) Legacy Inmagene’s largest shareholder retained the largest interest in the Company, (iii) Legacy Inmagene designated three of the six members to the Company’s Board of Directors on the closing of the Merger, and (iv) certain members of Legacy Inmagene’s executive management team became the management of the Company. The condensed consolidated financial statements of the Company reflect the historical operations of Legacy Inmagene for accounting purposes together with the issuance of shares to the former stockholders of Ikena, the legal acquirer, and a recapitalization of the equity of Legacy Inmagene, the accounting acquirer.

Unless otherwise stated or the context otherwise requires, the references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “our,” or “us” refer to Legacy Inmagene together with its consolidated subsidiaries for periods prior to the Merger and to ImageneBio, Inc. together with its consolidated subsidiaries for periods following the Merger; references to “Ikena” refer to Ikena Oncology, Inc. for periods prior to the Merger; references to “Legacy Inmagene” refer to Inmagene Biopharmaceuticals together with its consolidated subsidiaries for periods prior to the Merger; and references to “common stock” include the Company’s voting

and non-voting common stock for periods following the Merger and to Legacy Inmagene’s ordinary shares for periods prior to the Merger.

PIPE Financing

Concurrently with the execution of the Merger Agreement, Ikena entered into subscription agreements with certain accredited investors (the “PIPE Investors”), pursuant to which, immediately following the closing of the Second Merger, the PIPE Investors subscribed for and purchased, and Ikena issued and sold, an aggregate of 2,508,339 shares of Ikena Common Stock in a private placement at a price of approximately $29.90 per share for aggregate gross proceeds of approximately $75.0 million (the “PIPE Financing”).

CVR Agreements

Immediately prior to the First Effective Time, Ikena and the designated rights agent entered into a Contingent Value Rights Agreement (the “Ikena CVR Agreement”), pursuant to which Ikena stockholders of record as of the close of business on July 24, 2025 received one contingent value right (each, an “Ikena CVR”) for each outstanding share of Ikena Common Stock held by such stockholder on such date.

Pursuant to the Ikena CVR Agreement, each Ikena CVR holder will be entitled to certain rights to receive (i) 100% of the net proceeds, if any, received by the Company as a result of contingent payments (“Ikena CVR Payments”) made to the Company, such as milestone, royalty or earnout payments, received under any disposition agreements related to Ikena’s pre-Merger assets, including but not limited to IK-595 (the “Ikena CVR Assets”), including pursuant to any out-license agreements, entered into prior to the Closing Date and (ii) 90% of the net proceeds, if any, received by the Company as a result of Ikena CVR Payments received under any disposition agreements related to the Ikena CVR Assets entered into after the Closing Date and prior to the first anniversary of the Closing Date (the “Disposition Period”). Such proceeds are subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred by the Company or its affiliates, and losses incurred or reasonably expected to be incurred by the Company or its affiliates due to a third-party proceeding in connection with a disposition and certain wind-down costs. The Company has not entered into any transactions subject to the Ikena CVR Agreement. No estimated value has been attributed to the agreement as of and for the period ended September 30, 2025.

Immediately prior to the First Effective Time, Ikena, Legacy Inmagene and the designated rights agent entered into a Contingent Value Rights Agreement (the “Legacy Inmagene CVR Agreement”), pursuant to which Legacy Inmagene’s shareholders of record as of immediately prior to the First Effective Time received one contingent value right (each, a “Legacy Inmagene CVR”) for each outstanding Legacy Inmagene Share held by such shareholder on such date. Pursuant to the Legacy Inmagene CVR Agreement, each Legacy Inmagene CVR holder will be entitled to certain rights to receive (i) 100% of the net proceeds, if any, received by the Company as a result of contingent payments (“Legacy Inmagene CVR Payments”) made to the Company under any disposition agreement related to the programs and projects controlled by Legacy Inmagene any time prior to the Closing Date (other than its anti-OX40 monoclonal antibody asset, IMG-007) (the “Legacy Inmagene CVR Assets”), which agreement is entered into prior to the Closing Date and (ii) 90% of the net proceeds, if any, received by the Company as a result of Legacy Inmagene CVR Payments received under any disposition agreement related to the Legacy Inmagene CVR Assets entered into during the Disposition Period. Such proceeds are subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred by the Company or its affiliates, and losses incurred or reasonably expected to be incurred by the Company or its affiliates due to a third-party proceeding in connection with a disposition.

Non-OX40 Divestiture

On July 25, 2025, immediately prior to consummation of the Merger, Legacy Inmagene completed the divestiture of the non-IMG-007 business related assets, business and operations (the “Non-OX40 Business”) controlled by Legacy Inmagene immediately prior to the Merger (the “Non-OX40 Divestiture”). Specifically, Legacy Inmagene sold and transferred (including via sublicense) all of the Non-OX40 Business to Miragene Inc, a newly formed private company and wholly owned subsidiary of Legacy Inmagene (“Miragene”).

As part of the Non-OX40 Divestiture, Miragene Co, a newly formed private company (“BuyCo”), held by the holders of Legacy Inmagene’s outstanding shares prior to the Merger, purchased from Legacy Inmagene all of the outstanding share capital of Miragene (holding the Non-OX40 Business) in exchange for a promissory note in the amount of $8.9 million issued by BuyCo to Legacy Inmagene (the “Promissory Note”). BuyCo has been identified as a related party to the Company as there are shareholders in common and the Miragene CEO is a member of our board of directors.

As a result of the Non-OX40 Divestiture, IMG-007, a non-depleting anti-OX40 monoclonal antibody, for the treatment of atopic dermatitis and other potential indications, became the only product candidate of the Company in clinical development.

The Non-OX40 Divestiture resulted in Legacy Inmagene’s recognition of $1.5 million within additional paid-in capital, comprised of ($5.2) million in net assets, consisting of $5.2 million in cash transferred to BuyCo for outstanding liabilities associated with the Non-OX40 Business and other insignificant operating assets and liabilities, offset by the initial fair value of the promissory note of $6.7 million, for the period ended September 30, 2025. The Non-OX40 Divestiture represents a transaction between entities with a high degree of common ownership, and therefore, was accounted for like a common control transaction. Accordingly, the assets and liabilities transferred were derecognized at their historical carrying values, and the estimated fair value of promissory note receivable was recognized, with any difference recorded in equity. No gain or loss was recognized in the condensed combined statement of operations in connection with this transaction. In addition, the initial estimated fair value of the corresponding Legacy Inmagene CVR liability was recorded as a dividend to the Legacy Inmagene shareholders within equity, with the related payable recorded on our condensed consolidated balance sheet.

Transition Services Agreement

In connection with the Non-OX40 Divestiture, the Company entered into a Transition Services Agreement (the “Transition Services Agreement”) with Miragene for the provision by Miragene of certain transitional services related to the ongoing operations of the Company’s business with respect to the IMG-007 program, which may include services related to chemistry, manufacturing and controls, regulatory affairs, clinical trial support and operations, translational science research and support, bioanalysis, pharmacovigilance (collectively, the “Miragene Services”).

The initial term of the Transition Services Agreement is six months (the “Initial Term”), which shall be automatically extended for an additional six months unless during the first three months of the Initial Term, the Company provides written notice to terminate the Transition Services Agreement. In addition, the Company may extend the Initial Term with respect to any or all of the Miragene Services for up to an additional 12 months upon 60 days’ prior written notice prior to the end of the Initial Term.

Upon the closing of the Merger, the Company paid Miragene $1.25 million as pre-payment for the Miragene Services to be provided during the Initial Term, of which $0.4 million has been recognized as operating expense for the period ended September 30, 2025. Up to $1.25 million may be payable if the Initial Term is automatically extended for the Miragene Services to be provided during such period.

The Transition Services Agreement may be terminated after the Initial Term by either party upon 60 days’ prior written notice or by Miragene after the completion by the Company of the sale or other disposition of any portion of the Company’s business, assets or properties constituting all or a majority of the IMG-007 Business (as defined in the Transition Services Agreement).

On October 23, 2025, the Company provided written notice to Miragene of its election to (i) not have the Transition Services Agreement automatically renew and (ii) extend the term for an additional six months following the end of the initial term for a subset of the Miragene Services, including services related to chemistry, manufacturing and controls, translational sciences research and support, for total service fees of $0.2 million.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company expects to continue to incur losses as it invests in research and development activities to advance its existing and potential future research programs and incurs ongoing costs associated with operating as a public company. Since inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals for commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company obtains regulatory approval for its product candidate or any future product candidates and starts to generate revenue, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing, and distribution.

The Company has not generated any revenue from product sales and has incurred significant operating losses and negative cash flows from operations since inception. The Company has incurred a net loss of $ $24.8 million and $38.4 million for the three and nine months ended September 30, 2025, respectively. For the nine months ended September 30, 2025, the Company used net cash of $40.6 million for its operating activities. As of September 30, 2025, the Company had cash, cash equivalents, and marketable securities of $142.6 million.

The Company will need substantial additional funding to support its operating activities as it advances its product candidate or any future product candidates through development, seeks regulatory approval and prepares for and, if its product candidate or any future product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, government or private party grants, debt financings and license and collaboration agreements. Adequate funding may not be available to the Company on acceptable terms, or at all.

The Company believes its existing cash, cash equivalents and marketable securities of $142.6 million as of September 30, 2025 are sufficient to support operations through at least the next 12 months from the date of issuance of these unaudited condensed consolidated financial statements.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and reflect the operations of the Company and its fully owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the Legacy Inmagene's audited financial statements for the year ended December 31, 2024, which are included in the Company’s registration statement on Form S-1 (File No. 333-290108) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2025 and declared effective on September 15, 2025. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The condensed consolidated balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

There have been no material changes to the Company’s significant accounting policies as described in the Company’s audited consolidated annual financial statements for the year ended December 31, 2024 that are included in the Registration Statement, except as noted below.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, accrued research and development expenses, stock-based compensation, the fair value of common stock prior to the Merger and redeemable convertible preferred shares, the fair value of Promissory Note receivable and related CVR liability, and the amount and timing of revenue recognition. The Company bases its estimates on historical experience, known trends and other factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in facts, circumstances, and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair

value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents, marketable securities, Promissory Note receivable and related CVR liability are carried at fair value, determined according to the fair value hierarchy described above (see Note 4 - Fair Value Measurements). The carrying amounts of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

Marketable Securities

The Company invests its excess cash balances in marketable securities and classifies its investments as available-for-sale based on facts and circumstances present at the time it purchased the securities. At each balance sheet date presented, the Company classified all of its investments in marketable securities as available-for-sale and as current assets as they represent the investment of funds available for current operations. The Company reports available-for-sale securities at fair value at each balance sheet date and includes any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in the value of the marketable securities, the Company considers all available evidence to evaluate if an impairment loss exists, and if so, adjusts the investment to market value through a charge to its condensed consolidated statements of operations and comprehensive loss.

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the condensed consolidated statements of operations and comprehensive loss.

Net Loss Per Share

Prior to consummation of the Merger, Legacy Inmagene applied the two-class method to compute basic and diluted net loss per share attributable to common stockholders when it had issued shares that meet the definition of participating securities. The two-class method determined net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to share in the earnings as if all loss for the period had been distributed. Legacy Inmagene’s redeemable convertible preferred shares were eligible to participate in any dividends declared by Legacy Inmagene and were therefore considered to be participating securities. The participating securities were not required to participate in the losses of Legacy Inmagene, and therefore during periods of loss there was no allocation required under the two-class method.

Prior to the consummation of the Merger, Legacy Inmagene had two classes of ordinary shares outstanding - ordinary shares and Series A convertible preferred shares. Basic net loss per share attributable to ordinary shareholders was computed by allocating the undistributed earnings for each period to each class on a proportionate basis. Net loss per share was computed by dividing the net loss attributable to each class of ordinary share by the weighted average number of ordinary shares of each class outstanding for the period. The two-class method was expected to yield the same basic loss per share for ordinary share and Series A convertible preferred shares as there were no differences in dividend rights between the two classes. Diluted net loss attributable to ordinary shareholders was computed by adjusting net loss per share attributable to ordinary shareholders based on the potential impact of dilutive securities. Diluted net loss per share attributable to ordinary shareholders was computed by dividing the diluted net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period, including potential dilutive ordinary shares.

Legacy Inmagene’s ordinary shares, Series A convertible preferred shares, and redeemable convertible preferred shares were exchanged for shares of the Company’s common stock at the consummation of the Merger. Subsequent to the close of the Merger, the Company has two classes of common stock outstanding, voting common stock and non-voting common stock. The rights of the

holders of voting and non-voting common stock are identical, except with respect to voting. Each share of non-voting common stock is convertible into one share of voting common stock at the option of the holder upon written notice. The Company allocates undistributed income (losses) attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of voting and non-voting common stock are equivalent. Basic per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common stock outstanding during the period. Diluted per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common stock outstanding during the period increased to include, if dilutive, the number of additional shares of common stock that would have been outstanding.

The Company generated a net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders is the same as the inclusion of the potentially dilutive securities would be anti-dilutive.

Recently Adopted Accounting Standards

The Company implemented all new accounting pronouncements that are in effect and may have an impact on the condensed consolidated financial statements. Unless otherwise discussed, the Company believes the impact of any recently issued and not yet effective pronouncements will not have a material impact on the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the guidance in its Form 10-K for the fiscal year ended December 31, 2025, which will result in additional disclosure in the notes to the consolidated financial statements..

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) and provided a clarifying update in January 2025. The amendments increase disclosure requirements primarily through enhanced disclosures about types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) in commonly presented expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and is required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures on its consolidated financial statements.

On July 30, 2025 the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides guidance for estimating credit losses under the current expected credit losses (CECL) model for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The guidance is effective for periods beginning after December 15, 2025 and is required to be adopted prospectively. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures on its consolidated financial statements.

3. Reverse Recapitalization

As discussed in Note 1 - Organization, the Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP.

At the effective time of the Merger, the assets of Ikena primarily consisted of cash and cash equivalents, marketable securities, as well as other nominal assets, including prepaid expenses and other current assets, operating lease right-of-use assets, and other non-current assets. Ikena did not have significant operating activities immediately prior to the closing of the Merger. Under such reverse recapitalization accounting, the assets and liabilities of Ikena were recorded at their fair value in the Company’s financial statements at the effective time of the reverse recapitalization, which approximated carrying value. No goodwill or intangible assets were recognized as a result of the reverse recapitalization.

On July 25, 2025, Legacy Inmagene acquired the assets and assumed the liabilities listed below as part of the reverse recapitalization (in thousands):


Cash and cash equivalents	$	54,631
Marketable securities		40,060
Prepaid expenses and other current assets		4,263
Operating lease right-of-use assets, net		2,428
Other non-current assets		1,278
Accounts payable		(1,808	)
Accrued expenses and other current liabilities		(11,365	)
Lease liabilities, current		(3,701	)
Lease liabilities, non-current		(1,658	)
Other non-current liabilities		(1,092	)
Net assets acquired	$	83,036

Legacy Inmagene incurred transaction costs related to the reverse recapitalization of $9.4 million. This amount was recorded as a reduction to additional paid-in capital in the condensed consolidated statements of redeemable convertible preferred shares and stockholders’ equity (deficit) for the three and nine months ended September 30, 2025.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured or disclosed at fair value by level within the fair value hierarchy (in thousands) as of September 30, 2025. There were no assets or liabilities measured at fair value as of December 31, 2024.


	Fair Value Measurements as of September 30, 2025
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market (cash equivalents)	$	34,638	$	34,638	$	—	$	—
Corporate debt securities (cash equivalents)	$	951	$	—	$	951	$	—
Corporate debt securities (marketable securities)	$	39,421	$	—	$	39,421	$	—
Promissory note	$	7,510	$	—	$	—	$	7,510
Total assets at fair value	$	82,520	$	34,638	$	40,372	$	7,510

Liabilities
CVR liability	$	7,510	$	—	$	—	$	7,510
Total liabilities at fair value	$	7,510	$	—	$	—	$	7,510

Corporate debt securities are valued using a market approach based on prices and other relevant information generated by market transactions involving similar instruments. Valuations are obtained from third-party pricing services, which use observable inputs including benchmark yields, reported trades, broker quotes, benchmark securities, and other market-related data. As the valuations are based on observable market inputs for similar instruments, rather than quoted prices for identical instruments in active markets, these securities are classified as Level 2 within the fair value hierarchy.

The Company elected the fair value option and accordingly recorded the Promissory Note receivable at fair value at inception date and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The Company’s Promissory Note receivable is valued on a recurring basis using a probability weighted expected future payout discounted by applicable market yield of 15% and 11.6% as of July 25, 2025 (inception date) and September 30, 2025, respectively, which are Level 3 inputs.

The Company recorded a corresponding CVR liability in connection with the Promissory Note receivable, with the carrying amount equal to the fair value at inception and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The CVR liability and the Promissory Note have offsetting adjustments resulting from the change of their respective fair values as any payments received by the Company under the Promissory Note from BuyCo will be distributed to Legacy Inmagene CVR holders as Legacy Inmagene CVR Payments.

The following table presents the balances of the Promissory Note receivable and the corresponding CVR liability during the three and nine months ended September 30, 2025 (in thousands):


	Promissory Note Receivable		CVR Liability
Beginning Balance - January 1, 2025	$	—	$	—
Issuance - July 25, 2025		6,720		(6,720	)
Change in fair value		790		(790	)
Ending Balance - September 30, 2025	$	7,510	$	(7,510	)

During the nine months ended September 30, 2025, there were no transfers into or out of Level 3.

5. Marketable Securities

The following table summarizes the Company’s available-for-sale securities as of September 30, 2025 (in thousands). There were no available-for-sale securities as of December 31, 2024.


	September 30, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term Investments
Corporate debt securities	$	39,327	$	95	$	(1	)	$	39,421
Total available-for-sale securities	$	39,327	$	95	$	(1	)	$	39,421

6. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Prepaid research and development costs	$	1,879	$	57
Prepaid other		2,342		129
Other receivables		728		83
Prepaid foreign consumption tax		—		81
Prepaid expenses and other current assets	$	4,949	$	350

Other Non-Current Assets

Other non-current assets as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Non-current deposits	$	4,951	$	69
Property and equipment, net		1		8
Investment in Celexor		—		942
Other non-current assets	$	4,952	$	1,019

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Accrued research and development costs	$	1,001	$	654
Accrued compensation		1,993		931
Accrued professional fees		407		485
Accrued financing cost		—		1,294
Accrued other		3,501		96
Accrued expenses and other current liabilities	$	6,902	$	3,460

Other Non-current Liabilities

Other non-current liabilities as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Long-term taxes payable		1,056		—
Deferred rent		52		—
Other non-current liabilities	$	1,108	$	—

7. Term Loan Advances

Concurrent with the execution of the Merger Agreement, Legacy Inmagene and Ikena entered into a Loan and Security Agreement (the “Loan Agreement”), pursuant to which Ikena agreed to loan the Company up to $22.5 million in term loans of at least $7.5 million (collectively, the “Term Loan Advances”), with the first Term Loan Advance occurring within three days of the execution of the Loan Agreement. Legacy Inmagene received the second Term Loan Advance of $7.5 million in April 2025 and the third $7.5 million Term Loan Advance in May 2025. The Term Loan Advances bore interest, on the outstanding daily balance thereof, at a rate of 6.0% per annum, and could have been prepaid at any time without a premium or a penalty. The Term Loan Advances were secured by all assets held or owned by Legacy Inmagene in respect of the anti-OX40 monoclonal antibody asset, IMG-007. The Term Loan Advances, including interest accrued therewith, was added to Ikena’s net cash for purposes of the Merger Agreement, including the calculation of the Exchange Ratio and the closing conditions.

Upon the consummation of the Merger on July 25, 2025, the outstanding principal balance from the Term Loan Advances of $22.5 million and the corresponding accrued interest of $0.5 million were forgiven.

8. Related Party Promissory Note Receivable and CVR Liability

As discussed in Note 1, as part of the Non-OX40 Divestiture, BuyCo issued a Promissory Note to Legacy Inmagene in the amount of $8.9 million. The Promissory Note accrues interest at an annual rate of 4.61%, with interest payments due monthly in arrears, unless BuyCo elects to capitalize the interest through payment-in-kind (PIK) treatment. The Promissory Note matures on the earlier of (i) the year 2035 or (ii) the date on which Legacy Inmagene declares the Promissory Note due and payable on or after the occurrence of an event of default. Additionally, in the event that BuyCo receives certain specified milestone or license payments, after the second anniversary of the Promissory Note, 50% of such proceeds must be used to prepay the outstanding balance of the Promissory Note. Any payments received by the Company under the Promissory Note from BuyCo will be distributed to Legacy Inmagene CVR holders as Legacy Inmagene CVR Payments.

As discussed in Note 4, the Promissory Note receivable is recorded at fair value at each period end. As of September 30, 2025, the Promissory Note receivable and related CVR liability were valued at $7.5 million.

9. Preferred Shares

Legacy Inmagene previously issued convertible preferred shares and redeemable convertible preferred shares. All outstanding shares of the preferred shares of Legacy Inmagene were exchanged for the Company's common stock upon consummation of the

Merger on July 25, 2025. As a result, 3,158,303 shares of common stock of the Company were issued in connection with exchange of the preferred shares.

As of December 31, 2024, convertible preferred shares and redeemable convertible preferred shares consisted of the following (in thousands, except share and per share amounts):


	As of December 31, 2024
	Shares Authorized		Shares Issued and Outstanding		Issuance price per share		Carrying Value		Liquidation Preference
Convertible preferred shares
Series A		994,869		994,869	$	19.1085	$	18,967	$	—
Total convertible preferred shares		994,869		994,869			$	18,967	$	—
Redeemable convertible preferred shares
Series Seed		217,923		217,923	$	2.2943	$	919	$	1,000
Series B		729,661		729,661		28.7119		28,966		29,943
Series C-1		885,407		825,708		73.4186		81,714		83,507
Series C-2		1,072,705		390,142		93.2153		47,440		49,125
Total redeemable convertible preferred shares		2,905,696		2,163,434			$	159,039	$	163,575

10. Common Stock

The Company’s Amended and Restated Certificate of Incorporation, as amended, authorizes the Company to issue 150,000,000 shares of common stock, par value $0.001 per share, consisting of 142,000,000 shares of voting common stock and 8,000,000 shares of non-voting common stock, par value $0.001 per share. As of September 30, 2025, 10,650,956 shares of common stock and 530,716 shares of non-voting shares of common stock were issued and outstanding. Each share of voting common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. The holders of voting and non-voting common stock are entitled to receive dividends, if any, as may be declared by the Company’s Board of Directors.

As of September 30, 2025, the Company had reserved common stock for future issuances as follows:


	September 30, 2025
Outstanding common stock options (Note 11)		1,020,222
Shares available for grant under the 2025 Plan (Note 11)		1,018,732
Shares available for grant under the Inducement Plan (Note 11)		153,505
Shares available for issuance under the 2025 ESPP (Note 11)		111,816
Total		2,304,275

11. Stock-Based Compensation

The Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”) in connection with the Merger, which was approved by Ikena’s stockholders at its annual meeting of its stockholders on July 15, 2025 and became effective on the date immediately following the consummation of the Merger. As of the effective time of the 2025 Plan, there were 1,118,167 shares of common stock available for grant under the 2025 Plan. In addition, the number of shares reserved and available for issuance under the 2025 Plan will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2026 and ending on January 1, 2035, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s Board of Directors. The 2025 Plan is a successor to and continuation of Ikena’s 2021 Stock Option and Incentive Plan, as amended from time to time (the “2021 Plan”).

As of September 30, 2025, the Company granted stock options to purchase 99,435 shares of common stock under the 2025 Plan and there were 75,000 shares reserved for certain restricted stock unit awards (“RSUs”) that have been approved and will be granted to certain employees upon the Company’s filing of a Registration Statement on Form S-8 registering the shares of common stock issuable pursuant to the 2025 Plan. Additionally, there were 943,732 shares available for future grant under the 2025 Plan as of September 30, 2025.

In addition, the Company assumed, effective as of the closing of the Merger, the Legacy Inmagene 2019 Stock Incentive Plan (the “2019 Plan”), as well as the outstanding awards granted thereunder, the award agreements evidencing the grants of such awards and the remaining shares available under the 2019 Plan, in each case subject to applicable adjustments in the manner set forth in the Merger Agreement to such awards.

As of September 30, 2025, the Company granted stock options to purchase 484,707 shares of common stock under the 2019 Plan. Upon adoption of the 2025 Plan, no further grants will be made under the 2021 Plan or the 2019 Plan.

The Company adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) in connection with the Merger, which was approved by Ikena’s stockholders at its annual meeting of its stockholders on July 15, 2025 and became effective on the date immediately following the consummation of the Merger. As of the effective time of the 2025 ESPP, there were 111,816 shares of common stock available for issuance under the 2025 ESPP. In addition, the number of shares of common stock reserved for issuance under the 2025 ESPP will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2026 and continuing through and including January 1, 2035, by an amount equal to the lesser of (i) 1% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 227,944 shares; provided that before the date of any such increase, the Company’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

As of September 30, 2025, no offering periods under the 2025 ESPP have been initiated.

In July 2025, the Company’s Board of Directors adopted and approved the 2025 Inducement Plan (the “Inducement Plan”) to reserve 589,585 shares of common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company (or who are returning to employment following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The Inducement Plan was adopted and approved without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4).

As of September 30, 2025, the Company granted stock options to purchase 436,080 shares of common stock under the Inducement Plan and there were 153,505 shares reserved for certain restricted stock unit awards (“RSUs”) that have been approved and will be granted to the Company’s chief executive officer effective upon the Company’s filing of a Registration Statement on Form S-8 registering the shares of common stock issuable pursuant to the Inducement Plan.

Stock option valuation

The fair value of each award granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing valuation model (the “Black-Scholes model”). In determining the fair value of stock options granted, the following weighted average assumptions were used for nine months ended September 30, 2025 and 2024:


	Nine Months Ended
	September 30, 2025			September 30, 2024
Expected dividend yield		0.00	%		0.00	%
Expected volatility		102.60	%		99.92	%
Risk-free interest rate		4.03	%		3.95	%
Expected term (in years)		6.08			6.02

Summary of stock options

Legacy Inmagene granted stock options where vesting was subject to service and performance-based criteria, which were assumed by the Company upon the closing of the Merger. The service condition is typically a four-year service vesting period, and the exercise of the stock options was contingent upon consummation of certain transactions of Legacy Inmagene such as a change in control, corporate transaction, or initial public offering. A corporate transaction included specific events in which Legacy Inmagene underwent a merger or reverse merger (including the Merger), the sale of substantially all assets, a liquidation or dissolution, or an acquisition, resulting in either a change of control or the loss of majority voting power by its shareholders. Legacy Inmagene also granted certain stock options with vesting that is determined based on the achievement of certain corporate and individual milestones, which were assumed by the Company. The recognition of expense for these stock options is further dependent upon the achievement of certain milestones. In addition, the 2025 Plan allows for the acceleration of vesting of certain awards to the extent approved by the administrator of the 2025 Plan.

The Company’s stock option activity for the nine months ended September 30, 2025 is summarized as follows:

          
         Shares

         Weighted
Average
Exercise Price
(per share)

         Weighted
Average
Remaining
Contractual
Life (in Years)

Estimated Fair Value

Due in one year or less

Due after one year

Total available-for-sale securities

ImageneBio, Inc. 10-Q