ADDED
( 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 ).
In addition, on July 25, 2025, Ikena changed its name from Ikena Oncology, 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 ).
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 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.
Unless otherwise stated or the context otherwise requires, the references in this Annual Report to the Company, we, our, or us refer to Inmagene Biopharmaceuticals 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 refer to the Company s voting common stock (unless specific reference is made to non-voting common stock or the context otherwise require) for periods following the Merger and to Legacy Inmagene s ordinary shares for periods prior to the Merger .
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 Annual 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 .
REMOVED
Form 10-K Summary 106 Signatures i 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: Failure to complete, or delays in completing, the proposed merger with Inmagene Biopharmaceuticals could materially and adversely affect our results of operations, business, financial results and/or stock price.
If we do not successfully consummate the merger or another strategic transaction, our board of directors may decide to pursue a dissolution and liquidation of our company.
In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which we can give you no assurance.
We are substantially dependent on our remaining employees to facilitate the consummation of the merger.
Even if we are successful in completing a strategic transaction, we may be exposed to other operational and financial risks.
If we do not complete the merger, we may face substantial competition for attractive counterparties for any proposed strategic transactions.
We have never paid and, other than in connection with the merger, do not intend to pay any cash dividends in the foreseeable future, so any returns will be limited to the value of our capital stock.
We may become involved in litigation, including securities class action litigation, which could divert management s attention and harm our business, and insurance coverage may not be sufficient to cover all costs and damages.
We are a targeted oncology company with a limited operating history.