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ImageneBio Inc 2026年季度报告

2026-08-05 美股财报 Explorer丨森
报告封面

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________________ to __________________Commission File Number: 001-40287 ImageneBio, Inc. (Exact Name of Registrant as Specified in its Charter) 81-1697316(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization)12526 High Bluff DriveSuite 345San Diego, California(Address of principal executive offices) Registrant’s telephone number, including area code: (858) 345-6265 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par valueIMAThe 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 reportingcompany, 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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 July 31, 2026, the registrant had 11,351,456 shares of its voting common stock, $0.001 par value per share, issued and outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements (Unaudited)6Condensed Consolidated Balance Sheets6Condensed Consolidated Statements of Operations and Comprehensive Loss7Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Stockholders’ Equity(Deficit)8Condensed Consolidated Statements of Cash Flows9Notes to Unaudited Condensed Consolidated Financial Statements10Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk29Item 4.Controls and Procedures29 PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures 3030818181818283 EXPLANATORY NOTE 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 limitedliability incorporated and existing under the laws of the Cayman Islands (“Legacy Inmagene”). The transaction was completed inaccordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024 (the “Merger Agreement”), by andamong Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of theCayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub I”), Insight Merger Sub II, an exempted companywith limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary ofIkena (“Merger Sub II”), and Legacy Inmagene, providing for the merger of Merger Sub I with and into Legacy Inmagene, withLegacy Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequentmerger of the surviving entity of the First Merger with and into Merger Sub II, with Merger Sub II surviving as a wholly ownedsubsidiary of Ikena (the “Second Merger” and, together with the First Merger, the “Merger”). In addition, on July 25, 2025, Ikenachanged its name from “Ikena Oncology, Inc.” to “ImageneBio, Inc.” Unless otherwise stated or the context otherwise requires, the references in this Quarterly Report to the “Co