ImageneBio, Inc.
For the period ended Jun 16, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 30, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under § 240.14a-12 |
|---|
ImageneBio, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibits required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
12526 High Bluff Drive, Suite 345
San Diego, California 92130
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 16, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ImageneBio, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, June 16, 2026, at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/IMA2026. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting. The meeting will be held for the following purposes:
| 1. | To elect the Board’s two nominees for Class II directors named as nominee in this Proxy Statement to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until his earlier death, resignation or removal. |
| 2. | To ratify the appointment by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 3. | To approve an amendment and restatement of the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and include in the calculation of the annual automatic share reserve increase shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants. |
| 4. | To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on April 28, 2026, and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/IMA2026 and entering the 16-digit control Number included in your Notice of Internet Availability or in the instructions that you received via mail or email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 8:45 a.m. Eastern Time, on Tuesday, June 16, 2026.
Only stockholders of record at the close of business on April 28, 2026, and their proxy holders may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Kristin Yarema, Ph.D.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held
on Tuesday, June 16, 2026, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/IMA2026.
The proxy statement and annual report to stockholders are available at
ir.imagenebio.com/financial-filings/sec-filings and www.proxyvote.com.
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting,
please vote over the telephone or the internet as instructed in these materials, or, if you receive a
paper proxy card by mail,by completing and returning the proxy mailed to you,
as promptly as possible in order to ensure your representation at the meeting.
Even if you have voted by proxy, you may still vote online if you attend the meeting.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.