M&A - Ikena Oncology, Inc.

Form Type: S-4

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000114036125009263

Filing Summary: Ikena Oncology, Inc. is proposing a merger with Inmagene Biopharmaceuticals. The agreement allows for a two-step merger: first, Insight Merger Sub I, a wholly owned subsidiary of Ikena, will merge with Inmagene, making Inmagene a subsidiary of Ikena. Next, the surviving entity from the first merger will merge with Insight Merger Sub II, another subsidiary of Ikena. Shareholders of Inmagene will receive shares of Ikena common stock based on an Exchange Ratio, which will be subject to adjustments before the effective time of the merger. The document outlines financial obligations including a $75 million concurrent financing, made contingent upon satisfying the merger conditions, to fund specific developmental and corporate needs. The anticipated ownership distribution post-merger suggests Inmagene's shareholders will control 55.6% initially, and subsequently hold 43.5% after the concurrent financing, while Ikena's current shareholders will see their ownership diluted to 34.6%. The name of the combined company will be changed to ImageneBio, Inc. after the completion of the merger, with shares expected to trade on Nasdaq under the new symbol 'IMA'.

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Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000095017025034188

Filing Summary: Ikena Oncology, Inc. has filed its annual report on Form 10-K detailing the proposed merger with Inmagene Biopharmaceuticals. The merger agreement, signed in December 2024, aims for completion in mid-2025, pending stockholder approval and other customary conditions. If consummated, the merged entity will operate under the name ImageneBio, Inc. Inmagene's lead product candidate IMG-007 will be the focus along with other immunology and inflammatory indications. Ikena plans to discontinue development of its IK-930 program while advancing its RAS pathways program, IK-595, which is designed to tackle RAS-related cancers. The company also highlights various risks including potential delays in the merger process, reliance on remaining employees, competition for strategic partners, and continuing capital requirements for its operations. The dual class structure of its shares may also limit stockholders' influence on corporate decisions. Significant net losses have been reported, and no intentions to issue cash dividends are noted, indicating a focus on retaining capital for strategic initiatives and targeted programs in oncology.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004044

Filing Summary: On January 10, 2025, Ikena Oncology, Inc. filed a Rule 425 communication regarding the proposed merger with Inmagene Biopharmaceuticals. The report highlights the promising topline results from clinical trials of IMG-007, a nondepleting anti-OX40 monoclonal antibody designed for treating atopic dermatitis (AD). Key findings indicate a remarkable 77% mean reduction in eczema severity after four weeks of treatment, with safety data showing no serious adverse events. The extended half-life of IMG-007, approximately 35 days, may allow for less frequent dosing, an advantage over current biologics that necessitate more regular injections. Inmagene plans to initiate a Phase 2b dose-finding study for IMG-007 in patients with moderate-to-severe AD in the first quarter of 2025. The communication also serves as preliminary information highlighting potential benefits for stockholders regarding the impending merger, including the strategic fit and anticipated benefits from Inmagene’s innovative pipeline in immunological diseases. Investors are urged to review the upcoming Form S-4 and proxy statement for comprehensive information related to the merger.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524283726

Filing Summary: On December 23, 2024, Ikena Oncology, Inc. entered into a merger agreement with Insight Merger Sub I, Insight Merger Sub II, and Inmagene Biopharmaceuticals. The merger will occur in two phases, with Merger Sub I merging with Inmagene and subsequently with Merger Sub II, resulting in Inmagene becoming a wholly owned subsidiary of Ikena. The merger is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The agreement outlines that Inmagene shareholders will exchange their shares for Ikena common stock based on a specified exchange ratio, and the ownership stakes in the combined entity will be approximately 55.6% for pre-merger Inmagene equityholders and 44.4% for pre-merger Ikena equityholders. Ikena has also entered a Loan and Security Agreement with Inmagene for $22.5 million. Additionally, a PIPE financing of $75 million is expected to occur after the merger closes. The agreement stipulates conditions for the closing, including shareholder approvals and compliance with SEC regulations. Ikena stockholders will vote on proposals related to the merger and potential adjustments including a reverse stock split. The agreement includes provisions for contingent value rights for equityholders, and significant termination rights contingent upon various conditions. Joint press releases and investor presentations have also been made in relation to this merger announcement.

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