Ikena Oncology, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number:001-40287

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (857)273-8343

Securities registered pursuant to Section 12(b) of the Act:

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 the preceding 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 90 days. Yes ☒ No ☐

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). Yes ☒ No ☐

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 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.

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 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 June 30, 2025, the registrant had 48,258,111 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

i

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•

the timing and completion of the proposed merger with Inmagene Biopharmaceuticals and the concurrent financing;

•

our ability to complete and realize the benefits of the proposed merger, if completed, and to attract and retain key scientific and management personnel;

•

our ability to retain our remaining employees to facilitate the consummation of the merger;

•

the timing, progress, results, and cost of any future clinical trials;

•

our ability and the potential to successfully manufacture any product candidates for clinical trials, and on a larger scale, for commercial use, if approved;

•

our ability to obtain funding for our operations necessary to complete further development and commercialization of any product candidates;

•

our ability to obtain and maintain regulatory approval of future product candidates;

•

our ability to commercialize our future products, if approved;

•

the pricing and reimbursement of our future product candidates, if approved;

•

the implementation of a business model, assuming the proposed merger is completed, and strategic plans for our business and product candidates;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering any product candidates;

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estimates of our future expenses, revenue, capital requirements, and our needs for additional financing;

•

the potential benefits of strategic collaboration agreements, our ability to enter into strategic collaborations or arrangements, and our ability to attract collaborators with development, regulatory and commercialization expertise;

•

future agreements with third parties in connection with the commercialization of product candidates and any other approved product;

•

the size and growth potential of the markets for any future product candidates, and our ability to serve those markets;

•

our financial performance;

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the rate and degree of market acceptance of any product candidates;

•

regulatory developments in the United States and relevant foreign countries;

•

our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

•

our ability to produce any products or product candidates with advantages in turnaround times or manufacturing cost;

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the success of competing therapies that are or may become available;

•

the impact of laws and regulations;

•

our use of proceeds from any offerings;

ii

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the effects of our workforce reductions, including costs related thereto;

•

our ability to obtain and negotiate favorable terms of any collaboration, licensing or other arrangement that may be necessary or desirable to develop future product candidates;

•

developments relating to our competitors and our industry;

•

the effect of pandemics, epidemics or any outbreak of an infectious disease, including mitigation efforts and economic effects, on any of the foregoing or other aspects of our business operations;

•

the impact of global economic and political developments on our business; and

•

other risks and uncertainties, including those under the caption “Risk Factors.”

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” section, which could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or into which we may enter.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed or incorporated by reference as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

iii

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 and concurrent financing 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, including the failure to attract or retain the services of key employees, which could harm our business prospects.

•

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 potentially 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 have incurred significant net losses since our inception and, may continue to incur losses for the foreseeable future.

•

We have no products approved for commercial sale, have not generated any revenue from product sales and have begun to wind down activities for the IK-595 clinical program.

•

We may require additional capital to finance our operations, which may not be available on acceptable terms, or at all.

•

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

•

We have recently undertaken internal restructuring activities, and may do so again in the future. The assumptions underlying these activities may prove to be inaccurate, or we may fail to achieve the expected benefits therefrom.

•

Although we are currently seeking strategic alternatives for our remaining assets and have begun to wind down activities for the IK-595 clinical program, if we resume product development in the future, which is likely to occur if the proposed merger is completed, such clinical product development involves a lengthy and expensive process, with an uncertain outcome

•

We have relied, and expect to continue to rely, on third parties to conduct our clinical trials, including wind down activities, as well as investigator-sponsored clinical trials of any product candidates. In the event we pursue clinical product development in the future, which we expect to do if the proposed merger is completed, if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize future product candidates, if any, and our business could be substantially harmed.

•

If we are unable to obtain and maintain patent and other intellectual property protection for our current and any future technology and product candidates or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and drugs similar or identical to ours, and our ability in the future to successfully commercialize our technology and drugs may be impaired.

•

The dual class structure of our common stock may limit our stockholders’ ability to influence corporate matters and may limit visibility with respect to certain transactions.

The material and other risks summarized above should be read together with the text of the full risk factors in the “Risk Factors” section and with the other information set forth in this Quarterly Report, including our consolidated financial statements and the related notes, as well as with other documents that we file with the United States Securities and Exchange Commission. If any such material and other risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The risks summarized above or described in full in the “Risk Factors” section, are not the only risks

iv that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations.

v