M&A: Ikena Oncology, Inc.

Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524283726

Comments: 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.

Document Link: View Document

Additional details:

Name Of Merger: Inmagene Biopharmaceuticals


Total Investment In Pipe Financing: 75,000,000


Loan Amount: 22,500,000


Initial Loan Amount: 7,500,000


Interest Rate: 6.0%