Ikena Oncology, Inc.

Previous wording

We have historically been a clinical stage targeted oncology company focused on developing differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance. In May 2024, after an in-depth assessment of the value proposition of our programs for both patients and company stakeholders, we announced our intention to seek strategic alternatives for the business in an effort to maximize value for shareholders. At that time, we discontinued development of IK-930, our selective Hippo pathway inhibitor. While dedicating efforts towards this corporate strategy, we allocated resources to continue the development of our RAS pathways program, IK-595. IK-595 is a molecular glue designed to trap MEK and RAF in an inactive complex to more completely inhibit RAS signals than existing inhibitors.

Current wording

We have historically been a clinical stage targeted oncology company focused on developing differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance. In May 2024, after an in-depth assessment of the value proposition of our programs for both patients and company stakeholders, we announced our intention to seek strategic alternatives for the business in an effort to maximize value for shareholders. At that time, we discontinued development of IK-930, our selective Hippo pathway inhibitor. While dedicating efforts towards this corporate strategy, we continued the development of a RAS pathways program, IK-595. In July 2025 we began to wind down activities for the IK-595 clinical program.

Previous wording

Concurrently with the execution of the Merger Agreement, we entered into Subscription Agreements with certain accredited investors (“Subscription Agreements”), pursuant to which they have agreed to purchase, immediately following the Merger, shares of our common stock for an aggregate purchase price of approximately $75.0 million. The consummation of this transaction is conditioned upon the satisfaction or waiver of the conditions set forth in the Merger Agreement and in the Subscription Agreements. The Merger and related financing are expected to close in mid-2025.

Current wording

Concurrently with the execution of the Merger Agreement, we entered into Subscription Agreement with certain accredited investors (“Subscription Agreement”), pursuant to which they have agreed to purchase, immediately following the Merger, shares of our common stock for an aggregate purchase price of approximately $75.0 million (the “concurrent financing”). The consummation of this transaction is conditioned upon the satisfaction or waiver of the conditions set forth in the Merger Agreement and in the Subscription Agreement. At our annual meeting held on July 15, 2025, our shareholders approved the issuance of shares of our common stock pursuant to the terms of the Merger Agreement and Subscription Agreement. The Merger and concurrent financing are expected to close around the end of July, subject to the satisfaction of any remaining closing conditions.

Previous wording

Concurrently with the execution of the Merger Agreement, we also entered into a Loan and Security Agreement (the “Loan Agreement”) with Inmagene, pursuant to which we will lend to Inmagene up to $22.5 million, consisting of (i) an initial term loan of $7.5 million, which was funded in December 2024 and (ii) additional term loans in increments of $7.5 million, of which an additional $7.5 million was funded in April 2025, subject to certain drawdown conditions (collectively, the “Term Loan Advances”). The Term Loan Advances shall bear interest, on the outstanding daily balance thereof, at a rate equal to 6.0% per annum, and may be prepaid at any time without premium or penalty. The Term Loan Advances shall be secured by certain Inmagene assets in respect of its anti-OX40 monoclonal antibody asset, IMG-007. If the Merger Agreement is terminated, the Term Loan Advances shall mature and the Loan Agreement shall terminate on the date that is six months following the termination of the Merger Agreement. Upon consummation of the Merger, all unpaid Term Loan Advances and accrued interest shall be automatically forgiven and the Loan Agreement shall terminate.

Current wording

Concurrently with the execution of the Merger Agreement, we also entered into a Loan and Security Agreement (the “Loan Agreement”) with Inmagene, pursuant to which we would lend to Inmagene up to $22.5 million, consisting of (i) an initial term loan of $7.5 million, which was funded in December 2024 and (ii) additional term loans in increments of $7.5 million, of which an additional $7.5 million was funded in April 2025 and the final $7.5 million was funded in May 2025 (the “Term Loan Advances”). The Term Loan Advances bear interest, on the outstanding daily balance thereof, at a rate equal to 6.0% per annum, and may be prepaid at any time without premium or penalty. The Term Loan Advances are secured by certain Inmagene assets in respect of its anti-OX40 monoclonal antibody asset, IMG-007. If the Merger Agreement is terminated, the Term Loan Advances shall mature and the Loan Agreement shall terminate on the date that is six months following the termination of the Merger Agreement. Upon consummation of the Merger, all unpaid Term Loan Advances and accrued interest shall be automatically forgiven and the Loan Agreement shall terminate.

Previous wording

Our future operations are highly dependent on the success of the Merger or another strategic alternative and there can be no assurances that the Merger or any other strategic transaction will be successfully consummated or lead to increased stockholder value. If the strategic review process is unsuccessful, our board of directors may decide to pursue a dissolution and liquidation.

Current wording

Our future operations are highly dependent on the success of the Merger and concurrent financing or another strategic alternative and there can be no assurances that the Merger and concurrent financing or any other strategic transaction will be successfully consummated or lead to increased stockholder value. If the strategic process is unsuccessful, our board of directors may decide to pursue a dissolution and liquidation.

Previous wording

We have continued to divest and explore strategic alternatives related to data, technology and other intellectual property rights related to our historical business that were not in active development and which we do not consider material. Through the date of this filing, we have sold assets and out-licensed technologies for a combination of up-front payments totaling $1.9 million and potential contingent milestone payments and future royalties.

Current wording

We have continued to divest and explore strategic alternatives related to data, technology and other intellectual property rights related to our historical business. Through the date of this filing, we have sold assets and out-licensed technologies for a combination of up-front payments totaling $1.9 million and potential contingent milestone payments and future royalties.

Previous wording

Since inception, we have incurred significant operating losses. Our net losses were $8.6 million for the three months ended March 31, 2025 and $49.2 million for the year ended December 31, 2024. As of March 31, 2025, we had an accumulated deficit of $340.2 million.

Current wording

Since inception, we have incurred significant operating losses. Our net losses were $11.4 million for the six months ended June 30, 2025 and $49.2 million for the year ended December 31, 2024. As of June 30, 2025, we had an accumulated deficit of $343.0 million.

Previous wording

We expect to continue to incur costs and expenditures in connection with consummating the Merger and the ongoing process of exploring strategic options for the continued development of IK-595 and certain other legacy programs. There can be no assurance, however, that we will be able to successfully consummate any particular strategic transaction, including the Merger. The process of continuing to evaluate strategic transactions and pursuing the Merger may be very costly, time-consuming and complex, and we have incurred, and may in the future incur, significant costs related to these processes, such as legal, accounting and advisory fees and expenses and other related charges.

Current wording

We expect to continue to incur costs and expenditures in connection with consummating the Merger and the ongoing process of exploring strategic options for our remaining assets. There can be no assurance, however, that we will be able to successfully consummate any particular strategic transaction, including the Merger and concurrent financing. The process of pursuing the Merger and concurrent financing has been costly, time-consuming and complex, and we have incurred, and may in the future incur, significant costs related to these processes, such as legal, accounting and advisory fees and expenses and other related charges.

Previous wording

Should we continue to progress the development of our product candidates, our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more product candidates. In addition, we will incur substantial research and developments costs and other expenditures to develop such product candidates, particularly as we:

Current wording

We currently are not pursuing the development of any product candidates as we began wind down activities of the IK-595 clinical program in July 2025. If the Merger is completed, the business of the combined company will be centered around advancing Inmagene’s lead product candidate, IMG-007, in atopic dermatitis and additional immunology and inflammatory indications and our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more product candidates. In addition, we will incur substantial research and developments costs and other expenditures to develop such product candidates, particularly as and if we:

Previous wording

advance the development of our product candidate pipeline;

Current wording

decide to advance the development of any future product candidate pipeline;

Previous wording

require the manufacture of larger quantities of our product candidate for clinical development and potential commercialization;

Current wording

require the manufacture of larger quantities of any future product candidate for clinical development and potential commercialization;

Previous wording

seek marketing approvals for our product candidates that successfully complete clinical trials, if any;

Current wording

seek marketing approvals for any future product candidates that successfully complete clinical trials, if any;

Previous wording

As a result, should we continue to progress the development of our product candidates, we will need substantial additional funding to support our continuing operations and pursue our strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity instruments, debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate the development and commercialization of one or more of our product candidates.

Current wording

As a result, should we progress the development of product candidates in the future, we will need substantial additional funding to support our operations and pursue our strategy. Until such time as we can generate significant revenue from product sales, if ever, we would expect to finance our operations through the sale of equity instruments, debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed and have decided to develop any future product candidates, we may have to significantly delay, reduce or eliminate the development and commercialization of one or more of our future product candidates.

Previous wording

If we continue to progress the development of our product candidates, we will not generate revenue from product sales unless and until we successfully complete clinical development and obtain marketing approval for our product candidates. The lengthy process of securing marketing approvals for new drugs requires the expenditure of substantial resources. Any delay or failure to obtain regulatory approvals would materially adversely affect the development efforts of our product candidates and our business overall. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Current wording

If we pursue the development of product candidates in the future, we will not generate revenue from product sales unless and until we successfully complete clinical development and obtain marketing approval for any product candidates. The lengthy process of securing marketing approvals for new drugs requires the expenditure of substantial resources. Any delay or failure to obtain regulatory approvals would materially adversely affect the development efforts of any product candidates and our business overall. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Previous wording

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. All of our revenue has been derived from the collaboration agreement that we entered into with Celgene Corporation (acquired by Bristol-Myers Squibb) (the “Bristol-Myers Squibb Collaboration Agreement”) in January 2019, which gave Bristol-Myers Squibb the option to receive a global development, manufacture and commercialization license for each of our IK-412 and IK-175 programs.

Current wording

All of our past revenue has been derived from the collaboration agreement that we entered into with Celgene Corporation (acquired by Bristol-Myers Squibb) (the “Bristol-Myers Squibb Collaboration Agreement”) in January 2019, which gave Bristol-Myers Squibb the option to receive a global development, manufacture and commercialization license for each of our IK-412 and IK-175 programs.

Previous wording

Bristol-Myers Squibb paid a total of $95.0 million in aggregate upfront consideration related to the Bristol-Myers Squibb Collaboration Agreement and a separate stock purchase agreement. The IK-412 and IK-175 programs were eligible for opt-in through early 2024. On January 17, 2024, Bristol-Myers Squibb notified us of its decision not to opt-in on the IK-175 program. In addition, Bristol-Myers Squibb did not provide an opt-in exercise for the IK-412 program. As a result, we regained full global rights to the IK-175 and IK-412 programs. We did not record revenue for the three months ended March 31, 2025 or 2024 as we completed our performance obligations under the Bristol-Myers Squibb Collaboration Agreement in 2023.

Current wording

Bristol-Myers Squibb paid a total of $95.0 million in aggregate upfront consideration related to the Bristol-Myers Squibb Collaboration Agreement and a separate stock purchase agreement. The IK-412 and IK-175 programs were eligible for opt-in through early 2024. On January 17, 2024, Bristol-Myers Squibb notified us of its decision not to opt-in on the IK-175 program. In addition, Bristol-Myers Squibb did not provide an opt-in exercise for the IK-412 program. As a result, we regained full global rights to the IK-175 and IK-412 programs. We have not recorded revenue since 2023 as we completed our performance obligations under the Bristol-Myers Squibb Collaboration Agreement in 2023.

Previous wording

Research and development expenses consist primarily of costs incurred for our research and development activities. These efforts and costs include external research and development costs, personnel costs, consultants, supplies, license fees and facility-related expenses. We expense research and development costs as incurred. These expenses include:

Current wording

Research and development expenses consist primarily of costs incurred for our research and development activities, including wind down costs related to our programs. These efforts and costs include external research and development costs, personnel costs, consultants, supplies, license fees and facility-related expenses. We expense research and development costs as incurred. These expenses include:

Previous wording

Research and development activities have historically been central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses would increase substantially in connection with clinical development activities in the future if we continue to progress the development of our product candidates. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that would be necessary to complete the clinical development of, or obtain regulatory approval for, any product candidates.

Current wording

Research and development activities have historically been central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We are not actively developing any product candidates and in July 2025 we began to wind down activities for the IK-595 clinical program. We are currently in the ongoing process of exploring strategic options for our remaining assets. If the Merger is completed, the business of the combined company will be centered around advancing Inmagene’s lead product candidate, IMG-007, in atopic dermatitis and additional immunology and inflammatory indications. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that would be necessary to complete the clinical development of, or obtain regulatory approval for, any future product candidates.

Previous wording

the size and cost of any future clinical trials for product candidates in our pipeline;

Current wording

the size and cost of any future clinical trials for any product candidates;

Previous wording

our ability to establish and maintain agreements and operate with third-party manufacturers for clinical supply for our clinical trials and commercial manufacturing, if any of our product candidates are approved;

Current wording

our ability to establish and maintain agreements and operate with third-party manufacturers for clinical supply for clinical trials and commercial manufacturing, if any product candidates are approved;

Previous wording

costs related to manufacturing of our product candidates or to account for any future changes in our manufacturing plans;

Current wording

costs related to manufacturing of any future product candidates or to account for any changes in manufacturing plans;

Previous wording

our ability to obtain and maintain patents, trade secret, and other intellectual property protection and regulatory exclusivity for our product candidates, both in the United States and internationally;

Current wording

our ability to obtain and maintain patents, trade secret, and other intellectual property protection and regulatory exclusivity for any future product candidates, both in the United States and internationally;

Previous wording

our ability to obtain and maintain third-party insurance coverage and adequate reimbursement for our product candidates, if and when approved;

Current wording

our ability to obtain and maintain third-party insurance coverage and adequate reimbursement for any future product candidates, if and when approved;

Previous wording

the acceptance of our product candidates, if approved, by patients, the medical community and third-party payors;

Current wording

the acceptance of any future product candidates, if approved, by patients, the medical community and third-party payors;

Previous wording

effectively competing with other products if our product candidates are approved;

Current wording

effectively competing with other products if any future product candidates are approved;

Previous wording

the impact of any business interruptions to our operations, including the timing and enrollment of patients in our clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from pandemics or similar public health crisis; and

Current wording

the impact of any business interruptions to operations, including the timing and enrollment of patients in clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from pandemics or similar public health crisis; and

Previous wording

our ability to maintain a continued acceptable safety profile for our therapies following approval.

Current wording

our ability to maintain a continued acceptable safety profile for any future therapies following approval.

Previous wording

A change in the outcome of any of these variables with respect to the development of our product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any of our product candidates.

Current wording

A change in the outcome of any of these variables with respect to the development of any future product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any product candidates.

Previous wording

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, accounting, auditing, tax services, and insurance costs. We expect our general and administrative expenses to decrease in the future due to our previous workforce reductions and reduced level of business activities. We do expect to incur significant costs, however, related to the Merger, including legal, accounting and advisory expenses and other related charges.

Current wording

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, accounting, auditing, tax services, and insurance costs. We have incurred significant costs related to the proposed Merger, including legal, accounting and advisory expenses and other related charges. If the proposed Merger is completed, we expect our general and administrative expenses to increase in the future due to increases in the workforce and increased levels of business activities.

Previous wording

Research and development expense decreased by $5.9 million from $9.6 million for the three months ended March 31, 2024 to $3.7 million for the three months ended March 31, 2025 primarily due to the prioritization of our clinical stage program, IK-595, discontinuation of our discovery efforts and discontinuation of our clinical stage program, IK-930. Personnel related expenses decreased by $2.9 million primarily due to reductions in our headcount. Other research and development costs decreased by $1.4 million primarily due to the discontinuation of early discovery efforts. Costs related to IK-930 decreased by $2.1 million due to the wind down of the clinical trial. Discovery and other programs costs decreased by $1.0 million, as costs of $1.0 million incurred in the three months ended March 31, 2024 were fully offset in the three months ended March 31, 2024 by a refund of manufacturing costs and final net close-out credits from studies for Pionyr Immunotherapeutics, Inc. (“Pionyr”), which we acquired in 2023. These decreases were partially offset by increased costs related to IK-595 of $0.8 million primarily due to increased clinical costs.

Current wording

Research and development expense decreased by $5.8 million from $9.8 million for the three months ended June 30, 2024 to $4.0 million for the three months ended June 30, 2025 primarily due to the prioritization of our clinical stage program, IK-595, discontinuation of our discovery efforts and discontinuation of our clinical stage program, IK-930. Personnel related expenses decreased by $1.8 million primarily due to reductions in our headcount. Other research and development costs decreased by $0.5 million primarily due to the discontinuation of early discovery efforts. Costs related to IK-930 decreased by $3.5 million due to the wind down of the clinical trial. Discovery and other programs costs decreased by $0.7 million due to stability costs in the three months ended June 30, 2024 related to Pionyr Immunotherapeutics, Inc. (“Pionyr”), which we acquired in 2023. These decreases were partially offset by increased costs related to IK-595 of $0.8 million primarily due to increased clinical costs, partially offset by a decrease in manufacturing and costs for IND-enabling studies and manufacturing costs incurred in 2024 as we advanced IK-595 into the clinic.

Previous wording

The decrease in general and administrative expense from the three months ended March 31, 2024 to the three months ended March 31, 2025 of $0.4 million was primarily attributable to a decrease in personnel related costs due to reductions in our headcount and a decrease in insurance costs, partially offset by increased facility costs and increased professional fees primarily related to the Merger.

Current wording

The decrease in general and administrative expense from the three months ended June 30, 2024 to the three months ended June 30, 2025 of $0.9 million was primarily attributable to a decrease in personnel related costs due to reductions in our headcount and a decrease in insurance costs, partially offset by increased facility costs and increased professional fees primarily related to the Merger.

Previous wording

For the three months ended March 31, 2025, restructuring and other charges included employee separation costs of $1.1 million, non-cash charges for the modification of certain equity awards of $0.2 million, and retention accruals of $0.1 million.

Current wording

For the three months ended June 30, 2025, restructuring and other charges included employee separation charges of $0.1 million and retention accruals of $0.3 million. For the three months ended June 30, 2024, restructuring and other charges primarily included employee separation charges of $0.7 million related to the restructuring in the second quarter of 2024.

Previous wording

For the three months ended March 31, 2024, restructuring and other charges included employee separation costs of $1.6 million and non-cash charges for the modification of certain equity awards of $0.3 million. Restructuring and other charges for the three months ended March 31, 2024, also included an impairment of property and equipment held for sale of $0.7 million.

Current wording

For the six months ended June 30, 2025, restructuring and other charges included employee separation costs of $1.2 million, non-cash charges for the modification of certain equity awards of $0.2 million, and retention accruals of $0.4 million. For the six months ended June 30, 2024, restructuring and other charges primarily included employee separation costs of $2.3 million and non-cash charges for the modification of certain equity awards of $0.3 million related to the Restructurings. Restructuring and other charges also included an impairment of property and equipment held for sale of $0.7 million.

Previous wording

Investment income was $1.4 million and $2.1 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in investment income was due to decreased yields and invested balances.

Current wording

Investment income was $1.3 million and $1.9 million for the three months ended June 30, 2025 and 2024, respectively, and $2.7 million and $4.0 million for the six months ended June 30, 2025 and 2024, respectively. The decreases in investment income was due to decreased yields and invested balances.

Previous wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for several years, if ever. To date, we have financed our operations primarily through private placements of preferred stock, from upfront payments from the Bristol-Myers Squibb Collaboration Agreement, from the sale of common stock in our initial public offering (“IPO”) and underwritten registered offering of common stock (“URO”), and most recently, through the acquisition of Pionyr. As of March 31, 2025, we had cash, cash equivalents and marketable securities of $114.1 million.

Current wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for several years, if ever. To date, we have financed our operations primarily through private placements of preferred stock, from upfront payments from the Bristol-Myers Squibb Collaboration Agreement, from the sale of common stock in our initial public offering (“IPO”) and underwritten registered offering of common stock (“URO”), and most recently, through the acquisition of Pionyr. As of June 30, 2025, we had cash, cash equivalents and marketable securities of $95.6 million.

Previous wording

During the three months ended March 31, 2025, operating activities used $10.6 million of cash, resulting from our net loss of $8.6 million and net cash used by changes in our operating assets and liabilities of $3.3 million, partially offset by net non-cash charges of $1.3 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2025, consisted primarily of a $2.1 million decrease in accounts payable and accrued expenses and a $0.9 million decrease in operating lease liabilities.

Current wording

During the six months ended June 30, 2025, operating activities used $14.0 million of cash, resulting from our net loss of $11.4 million and net cash used by changes in our operating assets and liabilities of $5.0 million, partially offset by net non-cash charges of $2.4 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2025, consisted primarily of a $3.5 million decrease in accounts payable and accrued expenses and a $1.8 million decrease in operating lease liabilities.

Previous wording

During the three months ended March 31, 2024, operating activities used $18.3 million of cash, resulting from our net loss of $16.1 million and net cash used by changes in our operating assets and liabilities of $5.3 million, partially offset by net non-cash charges of $3.1 million, which included an impairment for assets held for sale of $0.7 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2024, consisted primarily of a $3.9 million decrease in accounts payable and accrued expenses and a $1.0 million decrease in operating lease liabilities.

Current wording

During the six months ended June 30, 2024, operating activities used $30.8 million of cash, primarily resulting from our net loss of $29.9 million and net cash used by changes in our operating assets and liabilities of $5.5 million, partially offset by net non-cash charges of $4.5 million, which included an impairment for assets held for sale of $0.7 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2024, consisted primarily of a $6.1 million decrease in accounts payable and accrued expenses, a $1.6 million decrease in operating lease liabilities and a $0.5 million increase in prepaid expenses and other current assets, partially offset by a $2.8 million decrease in deposits and other assets.

Previous wording

During the three months ended March 31, 2025, net cash provided by investing activities was $7.9 million, due to proceeds from maturities of marketable securities of $25.1 million, partially offset by purchases of marketable securities of $17.2 million.

Current wording

During the six months ended June 30, 2025, net cash provided by investing activities was $32.9 million, due to proceeds from sales of marketable securities of $37.4 million and maturities of marketable securities of $33.7 million, partially offset by purchases of marketable securities of $23.2 million and funding a note receivable in connection with the Merger Agreement of $15.0 million. Realized gains from the sales of marketable securities was insignificant.

Previous wording

During the three months ended March 31, 2024, net cash used in investing activities was $48.7 million, due to purchases of marketable securities of $62.3 million, partially offset by the proceeds from maturities of marketable securities of $13.5 million.

Current wording

During the six months ended June 30, 2024, net cash used in investing activities was $44.8 million, primarily due to purchases of marketable securities of $72.3 million, partially offset by the proceeds from maturities of marketable securities of $27.2 million.

Previous wording

We expect to continue to incur costs associated with seeking strategic alternatives as well as expenses for the foreseeable future in connection with our continuing activities. In addition, if we continue to progress the development of our product candidates and if we obtain marketing approval for IK-595 or any of our other product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Furthermore, we expect to continue to incur costs associated with operating as a public company, including costs of accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, and investor and public relations costs. Accordingly, we may need to obtain additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development or future commercialization efforts.

Current wording

We also expect to continue to incur costs associated with operating as a public company, including costs of accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, and investor and public relations costs. Accordingly, we may need to obtain additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our future research and development or commercialization efforts.

Previous wording

As of March 31, 2025, we had cash, cash equivalents, and marketable securities of $114.1 million. Based upon our current operating plan, we believe that, if the Merger is not consummated, our cash, cash equivalents and marketable securities as of March 31, 2025 will enable us to fund our operating expenses, notes to Inmagene and capital expenditure requirements for at least 12 months following the date of this filing. Our belief with respect to our ability to fund operations is based on estimates that are subject to risks, uncertainties and assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because our resource requirements could change depending on the outcome of our ongoing strategic alternative review process, we are unable to estimate the exact amount of our working capital requirements. In addition to factors related to the exploration of strategic options for the continued development of IK-595 and certain other legacy programs, if the Merger is not consummated or if we continue to progress the development of our product candidates, our future operating and capital requirements may depend on many other factors, including:

Current wording

As of June 30, 2025, we had cash, cash equivalents, and marketable securities of $95.6 million. Based upon our current operating plan, we believe that, if the Merger is not consummated, our cash, cash equivalents and marketable securities as of June 30, 2025 will enable us to fund our operating expenses and capital expenditure requirements for at least 12 months following the date of this filing. Our belief with respect to our ability to fund operations is based on estimates that are subject to risks, uncertainties and assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because our resource requirements could change depending on the outcome of our ongoing strategic alternative review process, we are unable to estimate the exact amount of our working capital requirements.