ImageneBio Inc 2025年度报告

imagenebio.com UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K (Mark One)շANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025ORնTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHE TRANSITION PERIOD FROMTOCommission File Number 001-40287ImageneBio, Inc.(Exact name of Registrant as specified in its Charter)Delaware81-1697316(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)12526 High Bluff DriveSuite 345San Diego, California92130(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: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESնNOշ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESնNOշ 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 thepreceding 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 90days. YESշNOն 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). YESշNOն 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerնNon-accelerated filerշEmerging growth companyշ Accelerated filerնSmaller reporting companyշ 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.ն reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.ն If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.ն Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).ն Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESնNOշ The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on June 30,2025, was $41.7 million. Portions of the Registrant’s definitive Proxy Statement (the “Proxy Statement”) for the 2026 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission within 120 days after the conclusion of the Registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Reporton Form 10-K where indicated. Table of Contents PART I Item 1.Business1Item 1A.Risk Factors36Item 1B.Unresolved Staff Comments93Item 1C.Cybersecurity93Item 2.Properties94Item 3.Legal Proceedings95Item 4.Mine Safety Disclosures95 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities96Item 6.[Reserved]96Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations97Item 7A.Quantitative and Qualitative Disclosures About Market Risk107Item 8.Financial Statements and Supplementary Data107Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure107Item 9A.Controls and Procedures107Item 9B.Other Information109Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections109 PART III Item 10.Directors, Executive Officers and Corporate Governance110Item 11.Executive Compensation110Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters110Item 13.Certain Relationships and Related Transactions, and Director Independence110Item 14.Principal Accounting Fees and Services110 PART IVItem 15.Exhibits, Financial Statement Sched