ImageneBio, Inc.

1. Organization

Description of Business

ImageneBio, Inc. (collectively, with its consolidated subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company developing therapeutics for patients with immunological, autoimmune and inflammatory diseases. The Company’s program IMG-007 is a non-depleting anti-OX40 monoclonal antibody (“mAb”) which binds specifically to OX40 receptor on activated T cells to block their binding to OX40 ligand (“OX40L”).

The Merger

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 limited liability incorporated and existing under the laws of the Cayman Islands (“Legacy Inmagene”). The transaction was completed in accordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024 ( the “Merger Agreement”), by and among Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub I”), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub II”), and Legacy Inmagene, providing for the merger of Merger Sub I with and into Legacy Inmagene, with Legacy Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequent merger of the surviving entity of the First Merger with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (the “Second Merger” and, together with the First Merger, the “Merger”). In addition, on July 25, 2025, Ikena changed its name from “Ikena Oncology, Inc.” to “ImageneBio, 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”). At the First Effective Time, (i) each ordinary share and preferred share of Legacy Inmagene (each such share, a “Legacy Inmagene Share”) held as treasury shares immediately prior to the First Effective Time were canceled and ceased to exist, and no consideration was delivered in exchange therefor, (ii) each then-outstanding Legacy Inmagene Share was converted into the right to receive 0.0030510 shares of Ikena Common Stock (such ratio, the “Exchange Ratio”) and (iii) each then-outstanding option to purchase Legacy Inmagene Shares was converted into an option to purchase Ikena Common Stock, subject to adjustment as set forth in the Merger Agreement.

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.

The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company determined that Legacy Inmagene was the accounting acquirer and Ikena was the accounting acquiree of the Merger in accordance ASC Topic 805. Management concluded that Legacy Inmagene was the accounting acquirer primarily due to: (i) the Legacy Inmagene stockholders receiving the largest portion of the voting rights in the Company following the First Merger, (ii) Legacy Inmagene’s largest shareholder retained the largest interest in the Company, (iii) Legacy Inmagene designated three of the six members to the Company’s Board of Directors on the closing of the Merger, and (iv) certain members of Legacy Inmagene’s executive management team became the management of the Company. The consolidated financial statements of the Company reflect the historical operations of Legacy Inmagene for accounting purposes together with the issuance of shares to the former stockholders of Ikena, the legal acquirer, and a recapitalization of the equity of Legacy Inmagene, the accounting acquirer.

Unless otherwise stated or the context otherwise requires, the references in this Annual Report on Form 10-K to the “Company,” “we,” “our,” or “us” refer to Legacy Inmagene 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” include the Company’s voting common stock (unless specific reference is made to “non-voting” common stock or the context otherwise requires) for periods following the Merger and to Legacy Inmagene’s ordinary shares for periods prior to the Merger.

PIPE Financing

Concurrently with the execution of the Merger Agreement, Ikena entered into subscription agreements with certain accredited investors (the “PIPE Investors”), pursuant to which, immediately following the closing of the Second Merger, the PIPE Investors subscribed for and purchased, and Ikena issued and sold, an aggregate of 2,508,337 shares of Ikena Common Stock in a private placement at a price of approximately $29.90 per share for aggregate gross proceeds of approximately $75.0 million (the “PIPE Financing”).

CVR Agreements

Immediately prior to the First Effective Time, Ikena and the designated rights agent entered into a Contingent Value Rights Agreement (the “Ikena CVR Agreement”), pursuant to which Ikena stockholders of record as of the close of business on July 24, 2025 received one contingent value right (each, an “Ikena CVR”) for each outstanding share of Ikena Common Stock held by such stockholder on such date.

Pursuant to the Ikena CVR Agreement, each Ikena CVR holder will be entitled to certain rights to receive (i)100% of the net proceeds, if any, received by the Company as a result of contingent payments (“Ikena CVR Payments”) made to the Company, such as milestone, royalty or earnout payments, received under any disposition agreements related to Ikena’s pre-Merger assets, including but not limited to IK-595 (the “Ikena CVR Assets”), including pursuant to any out-license agreements, entered into prior to the Closing Date and (ii)90% of the net proceeds, if any, received by the Company as a result of Ikena CVR Payments received under any disposition agreements related to the Ikena CVR Assets entered into after the Closing Date and prior to the first anniversary of the Closing Date (the “Disposition Period”). Such proceeds are subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred by the Company or its affiliates, and losses incurred or reasonably expected to be incurred by the Company or its affiliates due to a third-party proceeding in connection with a disposition and certain wind-down costs. The Company has not entered into any transactions subject to the Ikena CVR Agreement. No estimated value has been attributed to the agreement as of and for the period ended December 31,2025.

Immediately prior to the First Effective Time, Ikena, Legacy Inmagene and the designated rights agent entered into a Contingent Value Rights Agreement (the “Legacy Inmagene CVR Agreement”), pursuant to which Legacy Inmagene’s shareholders of record as of immediately prior to the First Effective Time received one contingent value right (each, a “Legacy Inmagene CVR”) for each outstanding Legacy Inmagene Share held by such shareholder on such date. Pursuant to the Legacy Inmagene CVR Agreement, each Legacy Inmagene CVR holder will be entitled to certain rights to receive (i)100% of the net proceeds, if any, received by the Company as a result of contingent payments (“Legacy Inmagene CVR Payments”) made to the Company under any disposition agreement related to the programs and projects controlled by Legacy Inmagene any time prior to the Closing Date (other than its anti-OX40 monoclonal antibody asset, IMG-007) (the “Legacy Inmagene CVR Assets”), which agreement is entered into prior to the Closing Date and (ii)90% of the net proceeds, if any, received by the Company as a result of Legacy Inmagene CVR Payments received under any disposition agreement related to the Legacy Inmagene CVR Assets entered into during the Disposition Period. Such proceeds are subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred by the Company or its affiliates, and losses incurred or reasonably expected to be incurred by the Company or its affiliates due to a third-party proceeding in connection with a disposition.

Non-OX40 Divestiture

On July 25, 2025, immediately prior to consummation of the Merger, Legacy Inmagene completed the divestiture of the non-IMG-007 business related assets, business and operations (the “Non-OX40 Business”) controlled by Legacy Inmagene immediately prior to the Merger (the “Non-OX40 Divestiture”). Specifically, Legacy Inmagene sold and transferred (including via sublicense) all of the Non-OX40 Business to Miragene Inc, a newly formed private company and wholly owned subsidiary of Legacy Inmagene (“Miragene”).

As part of the Non-OX40 Divestiture, Miragene Co, a newly formed private company (“BuyCo”), held by the holders of Legacy Inmagene’s outstanding shares prior to the Merger, purchased from Legacy Inmagene all of the outstanding share capital of Miragene (holding the Non-OX40 Business) in exchange for a promissory note in the amount of $8.9 million issued by BuyCo to Legacy Inmagene (the “Promissory Note”). BuyCo has been identified as a related party to the Company as there are shareholders in common and the Miragene CEO is a member of our board of directors.

As a result of the Non-OX40 Divestiture, IMG-007, a non-depleting anti-OX40 monoclonal antibody, for the treatment of atopic dermatitis and other potential indications, became the only product candidate of the Company in clinical development.

The Non-OX40 Divestiture resulted in Legacy Inmagene’s recognition of $1.5 million within additional paid-in capital, consisting of $5.2 million in cash transferred to BuyCo for outstanding liabilities associated with the Non-OX40 Business and other insignificant operating assets and liabilities, offset by the initial fair value of the promissory note of $6.7 million, for the period ended December 31,2025. The Non-OX40 Divestiture represents a transaction between entities with a high degree of common ownership, and therefore, was accounted for like a common control transaction. Accordingly, the assets and liabilities transferred were derecognized at their historical carrying values, and the estimated fair value of promissory note receivable was recognized, with any difference recorded in equity. No gain or loss was recognized in the combined statement of operations in connection with this transaction. In addition, the initial estimated fair value of the corresponding Legacy Inmagene CVR liability was recorded as a dividend to the Legacy Inmagene shareholders within equity, with the related payable recorded on our consolidated balance sheet.

In connection with the Non-OX40 Divestiture, the Company entered into a Transition Services Agreement (the “Transition Services Agreement”) with Miragene for the provision by Miragene of certain transitional services related to the ongoing operations of the Company’s business with respect to the IMG-007 program, which may include services related to chemistry, manufacturing and controls, regulatory affairs, clinical trial support and operations, translational science research and support, bioanalysis, pharmacovigilance (collectively, the “Miragene Services”).

The initial term of the Transition Services Agreement is six months (the “Initial Term”), which shall be automatically extended for an additional six months unless during the first three months of the Initial Term, the Company provides written notice to terminate the Transition Services Agreement. In addition, the Company may extend the Initial Term with respect to any or all of the Miragene Services for up to an additional 12 months upon 60 days’ prior written notice prior to the end of the Initial Term.

Upon the closing of the Merger, the Company paid Miragene $1.25 million as pre-payment for the Miragene Services to be provided during the Initial Term, of which $1.0 million has been recognized as operating expense for the period ended December 31,2025. An additional $1.25 million may be payable if the Initial Term is automatically extended for the Miragene Services to be provided during such period.

The Transition Services Agreement may be terminated after the Initial Term by either party upon 60 days’ prior written notice or by Miragene after the completion by the Company of the sale or other disposition of any portion of the Company’s business, assets or properties constituting all or a majority of the IMG-007 Business (as defined in the Transition Services Agreement).

On October 23, 2025, the Company provided written notice to Miragene of its election to (i) not have the Transition Services Agreement automatically renew and (ii) extend the term for an additionalsix months following the end of the initial term for a subset of the Miragene Services, including services related to chemistry, manufacturing and controls, transnational sciences research and support, for total service fees payable of $0.2 million.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company expects to continue to incur losses as it invests in research and development activities to advance its existing and potential future research programs and incurs ongoing costs associated with operating as a public company. Since inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals for commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company obtains regulatory approval for its product candidate or any future product candidates and starts to generate revenue, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing, and distribution.

The Company has not generated any revenue from product sales and has incurred significant operating losses and negative cash flows from operations since inception. The Company has incurred a net loss of $ $45.3 million and $36.6 million for the year ended December 31,2025 and 2024, respectively. For the year ended December 31, 2025, the Company used net cash of $47.8 million for its operating activities. As of December 31,2025, the Company had cash, cash equivalents, and marketable securities of $135.3 million.

The Company will need substantial additional funding to support its operating activities as it advances its product candidate or any future product candidates through development, seeks regulatory approval and prepares for and, if its product candidate or any future product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, government or private party grants, debt financings and license and collaboration agreements. Adequate funding may not be available to the Company on acceptable terms, or at all.

The Company believes its existing cash, cash equival ents and marketable securities of $135.3 million as of December 31,2025 are sufficient to support operations through at least the next 12 months from the date of issuance of these consolidated financial statements.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of ImageneBio, Inc. and its wholly owned subsidiaries,. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

Thepreparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, accrued research and development expenses, stock-based compensation, the fair value of common stock prior to the Merger and redeemable convertible preferred shares, the fair value of Promissory Note receivable and related CVR liability, and the amount and timing of revenue recognition. The Company bases its estimates on historical experience, known trends and other factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in facts, circumstances, andexperience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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Level 1—Quoted prices in active markets for identical assets or liabilities.

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Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents, marketable securities, Promissory Note receivable and related CVR liability are carried at fair value, determined according to the fair value hierarchy described above (see Note 4 -Fair Value Measurements). The carrying amounts of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

Marketable Securities

The Company invests its excess cash balances in marketable securities and classifies its investments as available-for-sale based on facts and circumstances present at the time it purchased the securities. At each balance sheet date presented, the Company classified all of its investments in marketable securities as available-for-sale within current assets as they represent the investment of funds available for current operations. The Company reports available-for-sale securities at fair value at each balance sheet date and includes any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in the value of the marketable securities, the Company considers all available evidence to evaluate if an impairment loss exists, and if so, adjusts the investment to market value through a charge to its consolidated statements of operations and comprehensive loss.

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the consolidated statements of operations and comprehensive loss.

Foreign Currency

Generally, the functional currency of the Company’s international subsidiaries is the local currency. The Company translates the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue and expenses. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of stockholders’ deficit.

Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the functional currency, are included in other income (expense), net, in the consolidated statements of operations and comprehensive loss. Foreign exchange gains and losses were insignificant for the years ended December 31, 2025 and 2024.

Cash and Cash Equivalents

The Company considers all time deposits, money market accounts and highly liquid investments with original maturity of three months or less from the date of purchase to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value.

Concentrations of Credit Risk

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions, which, at times, may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded on the consolidated balance sheets.

Impairment of Long-Lived Assets

The carrying value of long-lived assets, including property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than the asset’s carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. The Company hasnot recognized any impairment losses for the years ended December 31,2025 and 2024.

Leases

At contract inception, the Company determines if an arrangement is or contains a lease in accordance with ASC 842, Leases (“ASC 842”). A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Once determined to be a lease, the Company determines whether the lease is an operating or finance lease at lease commencement. For each lease, the Company records a right-of-use (“ROU”) asset and lease liability, which are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate (“IBR”) based on the information available at commencement date is used in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it’s reasonably certain that the option will be exercised. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The Company has elected, as an accounting policy, to account for each lease component and non-lease components as a single lease component. This will result in the initial and subsequent measurement of the balances of the ROU asset and lease liability being greater than if the policy election was not applied.

Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented in the Company’s consolidated statements of operations and comprehensive loss in the same line item as the expense arising from fixed lease payments for operating leases.

The Company has elected, as an accounting policy, to recognize lease payments on a straight-line basis over the lease term and expense variable lease payments as incurred for leases with an initial term of twelve months or less. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company evaluates classification of operating or finance lease at inception based on certain tests. The tests include whether; (1) the lease transfers ownership of the underlying asset to the lessee by the end of the term; (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; (3) the lease term is for a major part of the remaining economic life of the underlying asset; (4) the present value of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already included in the lease payments equals or exceeds substantially all of the fair value of the underlying asset; or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. In order to be classified as a finance lease, any one of the above criteria must be met. If no criteria are met, the lease shall be classified as an operating lease.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After the consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the preferred stock or in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. Deferred offering costs are recorded in other non-current assets in the consolidated balance sheet. There were zero and $1.9 million of deferred offering costs as of December 31, 2025 and 2024, respectively.

Equity Securities

Prior to Divestiture, the Company held equity securities of Celexor, as defined in Note 15. The equity securities, recorded within other non-current assets on the consolidated balance sheets, did not have a readily determinable fair value and therefore the fair value measurement alternative was elected to measure the securities at cost less impairment, if any. The Company determined that it did not have significant influence over Celexor. The equity securities of Celexor were divested in July 2025 as part of the Divestiture. During the years ended December 31, 2025 and 2024, the Company did not recognize any impairment losses on equity securities.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers(“ASC 606”), which applies to all contracts with customers, except for elements of certain contracts that are within the scope of other standards, such as collaboration arrangements.

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. A customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

(i)

Identify the contract(s) with a customer;

(ii)

Identify the performance obligations in the contract, including whether they are distinct;

(iii)

Determine the transaction price, including the constraint on variable consideration;

(iv)

Allocate the transaction price to the performance obligations in the contract; and

(v)

Recognize revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer. If a promised good or service is not distinct, it is combined with other promised goods or services into a performance obligation.

The total consideration which the Company expects to collect in exchange for the Company’s goods or services is an estimate and may be fixed or variable. The Company constrains the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. The transaction price is re-evaluated, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Revenue is recognized when performance obligations in the contracts are satisfied, in the amount reflecting the expected consideration to be received from the goods or services transferred to the customers. Consideration received in advance is recorded as deferred revenue and is recognized when or as the related performance obligation is satisfied.

The principal activities from which the Company generates revenue include licensing agreements and collaboration agreements. License revenue primarily represents amounts earned under agreements that license the Company’s intellectual property to other companies. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and royalties based on net sales of approved products. Collaboration revenue primarily represents amounts earned under strategic collaboration arrangements with third parties for research and other licenses, development, and commercialization of certain product candidates. Under such arrangements, consideration typically includes fixed consideration in the form of an upfront payment and variable consideration in the form of potential development, regulatory, and commercial milestone payments, license fees, funding of research and development services and preclinical and clinical material, and royalties on net sales of licensed products. See Note 15, “Collaborative Arrangements and Licensing Agreements” for further detail.

Licenses of Intellectual Property

If the Company determines the license to intellectual property is distinct from the other performance obligations identified in the agreement and the licensee can use and benefit from the license, the Company recognizes revenue from the estimated transaction price that is allocated to the license. Licensing arrangements are analyzed to determine whether the promised goods or services, which may include licenses, transfer of know-how, transfer of materials, research and development services and governance committee services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. If the Company is involved in a governance committee, it assesses whether its involvement constitutes a separate performance obligation. When governance committee services are determined to be separate performance obligations, the Company determines the fair value to be allocated to this promised service.

Collaboration Arrangements

At contract inception, the Company analyzes the collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC 808, Collaborative Arrangements (“ASC 808”). ASC 808 does not address the recognition and measurement of collaborative arrangements and instead refers companies to use other authoritative accounting literature. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines if any element of the collaboration reflects a vendor-customer relationship and is therefore within the scope of ASC 606.

Milestone Payments

At the inception of each agreement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. For milestones that the Company does not deem to be probable of being achieved, the associated milestone payments are fully constrained, and the value of the milestone is excluded from the transaction price with no revenue being recognized. For example, milestone payments that are not within the Company’s or a collaboration partner’s control, such as regulatory-related accomplishments, are not considered probable of being achieved until those accomplishments have been communicated by the relevant regulatory authority. Once the assessment of probability of achievement becomes probable, the Company recognizes revenue for the milestone payment. At each reporting date, the Company assesses the probability of achievement of each milestone under the current license and collaboration agreements. The Company has not recognized any revenue for milestone payments for the years ended December 31, 2025 and 2024, as the achievement of each milestone under the current license and collaboration agreements was not considered probable as of the reporting date.

Royalties

For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied). The Company has not recognized any sales-based royalty revenue for the years ended December 31, 2025 and 2024, as there are no license agreements with related sales outstanding.

Research and Development

All research and development costs, including internal and contract research costs, are expensed as incurred. Research and development costs consist of costs incurred in performing discovery and development activities, including clinical trial costs, manufacturing of clinical material, costs associated with preclinical studies, personnel costs, stock-based compensation, depreciation and allocated facility costs, license fees and funding of outside contracted research. All costs associated with the initial research term and with the research and development program prior to regulatory approval will be expensed as research and development costs as they are incurred. Once the Company has achieved regulatory approval for commercialization, all payments associated with the acquisition of the license shall be assessed for possible capitalization. Future milestone payments related to the license shall be recorded when the underlying targets have been met.

General and Administrative

General and administrative expenses consist primarily of salaries and employee-related costs, including benefits and stock-based compensation, for personnel in the Company’s executive and administrative functions. Additional general and administrative costs include professional fees for legal, accounting, auditing, tax, and consulting services, as well as allocated facility and office expenses. General and administrative costs are expensed as incurred.

Term Loan

The Term Loan Advances were initially recorded as the proceeds were received by the Company. There were no debt issuance costs or discounts being amortized to interest expense. The Company’s Term Loan and related accrued interest was forgiven upon completion of the reverse recapitalization (Note 9, Term Loan Advances).

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recoverability of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company measures stock-based compensation expense for all stock-based awards with service-based and performance-based vesting conditions at the grant date based on the fair value measurement of the award. Compensation expense for those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. For performance-based stock options, the Company will assess the probability of performance conditions being achieved at each reporting date and will record a cumulative catch-up adjustment to stock-based compensation in the period that the performance condition becomes probable of being achieved. Any remaining unrecognized stock-based compensation expense would be recognized using the graded-vesting method over the remaining requisite service period. The amount of stock-based compensation expense recognized in any one period related to performance-based stock options can vary based on the achievement or anticipated achievement of the performance conditions. The Company uses the straight-line method to record the expense of awards with service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing when achievement of the performance condition becomes probable. Expense is adjusted for actual forfeitures of unvested awards as they occur. The Company calculates the fair value measurement of stock options using the Black-Scholes-Merton option-pricing valuation model (“Black-Scholes model”). The Black-Scholes model requires the use of subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term, underlying share price, and the price volatility of the underlying shares. The Company calculates the fair value of options granted by using the Black-Scholes model with assumptions below.

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Fair value of common stock: Because Legacy Inmagene’s common stock was not publicly traded prior to the Merger, the fair value of the Company’s common stock prior to the Merger was determined on a periodic basis, as determined by the Legacy Inmagene board of directors, with the assistance of an independent third-party valuation expert. These valuations were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Technical Practice Aid (Valuation of Privately-Held-Company Equity Securities Issued as Compensation). The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. Management considered, among other things, the Company’s business, financial condition and results of operations, including related industry trends affecting the Company’s operations; the likelihood of achieving a liquidity event, such as an initial public offering, or sale, given prevailing market conditions; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. Subsequent to the Merger, the Company’s common stock is publicly traded and the fair value of the common stock is readily determinable based on the closing price on respective date of the grant.

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Risk-free interest rate: The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

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Expected volatility: The expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the clinical stage biopharmaceutical industry.

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Expected term: The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it estimates the expected term assumption considering various factors, including the contractual term of the option and its vesting period.

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Expected dividend yield: The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Interest Income

Interest income consists of interest earned on cash, cash equivalents and marketable securities.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes(“ASC 740”), under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Deferred tax assets are recognized to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Interest and penalties related to unrecognized tax benefits are recognized on the income tax expense line in the consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, accrued interest or penalties were not material and included in the consolidated balance sheets.

Defined Contribution Plan

The Company has a 401(k)-retirement plan for its employees, which is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) plan within statutory and 401(k) plan limits. The Company made an insignificant amount of matching contributions during the years ended December 31, 2025 and 2024.

Comprehensive Loss

Comprehensive loss is comprised of net loss and foreign currency translation adjustment.

Net Loss Per Share

Prior to consummation of the Merger, Legacy Inmagene applied the two-class method to compute basic and diluted net loss per share attributable to common stockholders when it had issued shares that meet the definition of participating securities. The two-class method determined net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to share in the earnings as if all loss for the period had been distributed. Legacy Inmagene’s redeemable convertible preferred shares were eligible to participate in any dividends declared by Legacy Inmagene and were therefore considered to be participating securities. The participating securities were not required to participate in the losses of Legacy Inmagene, and therefore during periods of loss there was no allocation required under the two-class method.

Prior to the consummation of the Merger, Legacy Inmagene had two classes of ordinary shares outstanding - ordinary shares and Series A convertible preferred shares. Basic net loss per share attributable to ordinary shareholders was computed by allocating the undistributed earnings for each period to each class on a proportionate basis. Net loss per share was computed by dividing the net loss attributable to each class of ordinary share by the weighted average number of ordinary shares of each class outstanding for the period. The two-class method was expected to yield the same basic loss per share for ordinary share and Series A convertible preferred shares as there were no differences in dividend rights between the two classes. Diluted net loss attributable to ordinary shareholders was computed by adjusting net loss per share attributable to ordinary shareholders based on the potential impact of dilutive securities. Diluted net loss per share attributable to ordinary shareholders was computed by dividing the diluted net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period, including potential dilutive ordinary shares.

Legacy Inmagene’s ordinary shares, Series A convertible preferred shares, and redeemable convertible preferred shares were exchanged for shares of the Company’s common stock at the consummation of the Merger. Subsequent to the close of the Merger, the Company has two classes of common stock outstanding, voting common stock and non-voting common stock. The rights of the holders of voting and non-voting common stock are identical, except with respect to voting. Each share of non-voting common stock is convertible into one share of voting common stock at the option of the holder upon written notice. The Company allocates undistributed income (losses) attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of voting and non-voting common stock are equivalent. Basic per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common stock outstanding during the period. Diluted per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common stock outstanding during the period increased to include, if dilutive, the number of additional shares of common stock that would have been outstanding.

The Company generated a net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders is the same as the inclusion of the potentially dilutive securities would be anti-dilutive.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through providing disclosure of specific categories in the effective tax rate reconciliation and disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company prospectively adopted the guidance in its Form 10-K for the fiscal year ended December 31, 2025 and additional disclosures are included in Note 18 to the consolidated financial statements, which did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)and provided a clarifying update in January 2025. The amendments increase disclosure requirements primarily through enhanced disclosures about types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) in commonly presented expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and is required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures on its consolidated financial statements.

On July 30, 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides guidance for estimating credit losses under the current expected credit losses (CECL) model for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The guidance is effective for periods beginning after December 15, 2025 and is required to be adopted prospectively. Early adoption is permitted. The Company plans to adopt ASU No. 2025-05 during the first quarter of 2026 and does not believe the adoption will have a material impact on its consolidated financial statements.

3. Reverse Recapitalization

As discussed in Note 1 -Organization, the Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP.

At the effective time of the Merger, the assets of Ikena primarily consisted of cash and cash equivalents, marketable securities, as well as other nominal assets, including prepaid expenses and other current assets, operating lease right-of-use assets, and other non-current assets. Ikena did not have significant operating activities immediately prior to the closing of the Merger. Under such reverse recapitalization accounting, the assets and liabilities of Ikena were recorded at their fair value in the Company’s financial statements at the effective time of the reverse recapitalization, which approximated carrying value. No goodwill or intangible assets were recognized as a result of the reverse recapitalization.

On July 25, 2025, Legacy Inmagene acquired the assets and assumed the liabilities listed belowas part of the reverse recapitalization (in thousands):

Legacy Inmagene incurred transaction costs related to the reverse recapitalization of $9.3 million. This amount was recorded as a reduction to additional paid-in capital in the consolidated statements of redeemable convertible preferred shares and stockholders’ equity (deficit) for the year ended December 31,2025.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured or disclosed at fair value by level within the fair value hierarchy (in thousands) as of December 31,2025. There wereno assets or liabilities measured at fair value as of December 31,2024.

Corporate debt securities are valued using a market approach based on prices and other relevant information generated by market transactions involving similar instruments. Valuations are obtained from third-party pricing services, which use observable inputs including benchmark yields, reported trades, broker quotes, benchmark securities, and other market-related data. As the valuations are based on observable market inputs for similar instruments, rather than quoted prices for identical instruments in active markets, these securities are classified as Level 2 within the fair value hierarchy.

The Company elected the fair value option and accordingly recorded the Promissory Note receivable at fair value at inception date and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The Company’s Promissory Note receivable is valued on a recurring basis using a probability weighted expected future payout discounted by applicable market yield of 15% and 15.2% as of July 25, 2025 (inception date) and December 31,2025, respectively, which are Level 3 inputs.

The Company recorded a corresponding CVR liability in connection with the Promissory Note receivable, with the carrying amount equal to the fair value at inception and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The CVR liability and the Promissory Note have offsetting adjustments resulting from the change of their respective fair values as any payments received by the Company under the Promissory Note from BuyCo will be distributed to Legacy Inmagene CVR holders as Legacy Inmagene CVR Payments. No cash payments were made for the Promissory Note receivable or the corresponding CVR liability for the periods presented.

The following table presents the balances of the Promissory Note receivable and the corresponding CVR liability during the year ended December 31,2025 (in thousands):

During the year ended December 31, 2025, there wereno transfers into or out of Level 3.

5. Marketable Securities

The following table summarizes the Company’s available-for-sale securities as of December 31,2025 (in thousands). There wereno available-for-sale securities as of December 31,2024.

6. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024, consisted of the following (in thousands):

Other Non-Current Assets

Other non-current assets as of December 31, 2025 and 2024, consisted of the following (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2025 and 2024, consisted of the following (in thousands):

7. Property and Equipment, Net

Property and equipment, net, included in other long-term assets as of December 31, 2024, consisted of the following (in thousands):

Depreciation and amortization expense was $0.4 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively.

8. Leases

As of December 31, 2025, the Company hadtwo existing leases for office facilities in the United States. These leases are classified as operating lease agreements that expire at various dates from May 2026 through April 2027. The Company’s lease agreements do not include options to terminate prior to the expiration date. The lease agreements contain scheduled rent increases over the lease term. Under the terms of the lease agreements, the Company is responsible for certain property management fees, taxes, and common area maintenance expenses.

As the rate implicit in the lease was not readily determinable, the Company elected to develop and utilize the appropriate IBR as the discount rate to determine lease liabilities. The Company determined the rate used by estimating the approximate interest rate based on similar terms and payments, and in an economic environment where the leased assets are located.

As of December 31, 2025 and 2024, the weighted-average remaining lease term and discount rate related to the operating lease ROU assets and related lease liabilities were as follows:

Operating lease cost was $1.5 million and $0.5 million for the years ended December 31, 2025 and 2024, respectively. Variable lease cost and short-term lease costs were insignificant for the years ended December 31, 2025 and 2024.

Supplemental cash flow information related to the operating leases was as follows (in thousands):

The following table sets forth the remaining maturities of operating lease liabilities as of December 31,2025 (in thousands):

9. Term Loan Advances

Concurrent with the execution of the Merger Agreement, Legacy Inmagene and Ikena entered into a Loan and Security Agreement (the “Loan Agreement”), pursuant to which Ikena agreed to loan the Company up to $22.5 million in term loans of at least $7.5 million (collectively, the “Term Loan Advances”), with the first Term Loan Advance occurring within three days of the execution of the Loan Agreement. Legacy Inmagene received the second Term Loan Advance of $7.5 million in April 2025 and the third $7.5 million Term Loan Advance in May 2025. The Term Loan Advances bore interest, on the outstanding daily balance thereof, at a rate of 6.0% per annum, and could have been prepaid at any time without a premium or a penalty. The Term Loan Advances were secured by all assets held or owned by Legacy Inmagene in respect of the anti-OX40 monoclonal antibody asset, IMG-007. The Term Loan Advances, including interest accrued therewith, was added to Ikena’s net cash for purposes of the Merger Agreement, including the calculation of the Exchange Ratio and the closing conditions.

Upon the consummation of the Merger on July 25, 2025, the outstanding principal balance from the Term Loan Advances of $22.5 million and the corresponding accrued interest of $0.5 million were forgiven.

10. Related Party Transactions

Promissory Note Receivable and CVR Liability

As discussed in Note 1, as part of the Non-OX40 Divestiture in 2025, BuyCo issued a Promissory Note to Legacy Inmagene in the amount of $8.9 million. The Promissory Note accrues interest at an annual rate of 4.61%, with interest payments due monthly in arrears, unless BuyCo elects to capitalize the interest through payment-in-kind (PIK) treatment during the term of the Promissory Note. No interest was received pursuant to the Promissory Note Receivable through December 31, 2025. The Promissory Note matures on the earlier of (i) the year 2035 or (ii) the date on which Legacy Inmagene declares the Promissory Note due and payable on or after the occurrence of an event of default. Additionally, in the event that BuyCo receives certain specified milestone or license payments, after the second anniversary of the Promissory Note,50% of such proceeds must be used to prepay the outstanding balance of the Promissory Note. Any payments received by the Company under the Promissory Note from BuyCo will be distributed to Legacy Inmagene CVR holders as Legacy Inmagene CVR Payments.

As discussed in Note 4, the Promissory Note receivable is recorded at fair value at each period end. As of December 31, 2025, the Promissory Note receivable and related CVR liability were valued at $7.0 million.

Reimbursement of Research and Development Expenses

From July through December 2025, the Company received reimbursement of expenses incurred for agreed upon research and development activities from a related party, where one of the Company’s board members is a partner. The Company recognized $1.5 million as an offset to research and development expenses during the year ended December 31, 2025 in the consolidated statement of operations and comprehensive loss, of which $1.0 million had been received by the Company and $0.5 million was due to the Company as of December 31, 2025.

As described in more detail in Note 1, in connection with the Non-OX40 Divestiture, the Company entered into the Transition Services Agreement with Miragene for the provision by Miragene of certain transitional services related to the ongoing operations of the Company’s business with respect to the IMG-007 program.

11. Preferred Shares

Legacy Inmagene previously issued convertible preferred shares and redeemable convertible preferred shares. All outstanding shares of the preferred shares of Legacy Inmagene were exchanged for the Company’s common stock upon consummation of the Merger on July 25, 2025. As a result,3,158,303 shares of common stock of the Company were issued in connection with exchange of the preferred shares.

As of December 31, 2024, convertible preferred shares and redeemable convertible preferred shares consisted of the following (in thousands, except share and per share amounts):

12. Common Stock

The Company’s Amended and Restated Certificate of Incorporation, as amended, authorizes the Company to issue 150,000,000 shares of common stock, par value $0.001 per share, consisting of 142,000,000 shares of voting common stock and 8,000,000 shares of non-voting common stock, par value $0.001 per share. As of December 31,2025,10,650,925 shares of common stock and 530,714 shares of non-voting shares of common stock were issued and outstanding. Each share of voting common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. The holders of voting and non-voting common stock are entitled to receive dividends, if any, as may be declared by the Company’s Board of Directors.

As of December 31,2025, the Company had reserved common stock for future issuances as follows:

13. Stock-Based Compensation

The Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”) in connection with the Merger, which was approved by Ikena’s stockholders at its annual meeting of its stockholders on July 15, 2025 and became effective on the date immediately following the consummation of the Merger. As of the effective time of the 2025 Plan, there were 1,118,167 shares of common stock available for grant under the 2025 Plan. In addition, the number of shares reserved and available for issuance under the 2025 Plan will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2026 and ending on January 1, 2035, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s Board of Directors. The 2025 Plan is a successor to and continuation of Ikena’s 2021 Stock Option and Incentive Plan, as amended from time to time (the “2021 Plan”).

As of December 31, 2025, the Company granted stock options to purchase 269,235 shares of common stock and restricted stock unit awards (“RSUs”) for 265,300 shares of common stock pursuant to the 2025 Plan. Additionally, there were 649,648 shares available for future grant under the 2025 Plan as of December 31,2025.

In addition, the Company assumed, effective as of the closing of the Merger, the Legacy Inmagene 2019 Stock Incentive Plan (the “2019 Plan”), as well as the outstanding awards granted thereunder, the award agreements evidencing the grants of such awards and the remaining shares available under the 2019 Plan, in each case subject to applicable adjustments in the manner set forth in the Merger Agreement to such awards.

As of December 31, 2025, the Company has stock options to purchase 417,005 shares of common stock outstanding under the 2019 Plan. Upon adoption of the 2025 Plan, no further grants will be made under the 2021 Plan or the 2019 Plan.

The Company adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) in connection with the Merger, which was approved by Ikena’s stockholders at its annual meeting of its stockholders on July 15, 2025 and became effective on the date immediately following the consummation of the Merger. As of the effective time of the 2025 ESPP, there were 111,816 shares of common stock available for issuance under the 2025 ESPP. In addition, the number of shares of common stock reserved for issuance under the 2025 ESPP will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2026 and continuing through and including January 1, 2035, by an amount equal to the lesser of (i)1%of the total number of shares of the Company’s capital stock outstanding on the last dayof the calendar month before the date of the automatic increase, and (ii)227,944 shares; provided that before the date of any such increase, the Company’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

As of December 31, 2025, no offering periods under the 2025 ESPP have been initiated.

In July 2025, the Company’s Board of Directors adopted and approved the 2025 Inducement Plan (the “Inducement Plan”) to reserve 589,585 shares of common stock to be used exclusively for grants of equity awards to individuals that were not previously employees or directors of the Company (or who are returning to employment following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The Inducement Plan was adopted and approved without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). On December 18, 2025, the Board approved an amendment to the Inducement Plan to increase the maximum aggregate number of shares of common stock issuable thereunder to 1,589,585 shares of common stock.

As of December 31, 2025, the Company granted stock options to purchase 436,080 shares of common stock under the Inducement Plan and RSUs for 153,505 shares of common stock under the Inducement Plan. There were 1,000,000 shares available for future grant under Inducement Plan as of December 31,2025.

Stock option valuation

The fair value of each award granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing valuation model (the “Black-Scholes model”). In determining the fair value of stock options granted, the following weighted average assumptions were used for year ended December 31,2025 and 2024:

Summary of stock options

Legacy Inmagene granted stock options where vesting was subject to service and performance-based criteria, which were assumed by the Company upon the closing of the Merger. The service condition was typically a four-year service vesting period, and the exercise of the stock options was contingent upon consummation of certain transactions of Legacy Inmagene such as a change in control, corporate transaction, or initial public offering. A corporate transaction included specific events in which Legacy Inmagene underwent a merger or reverse merger (including the Merger), the sale of substantially all assets, a liquidation or dissolution, or an acquisition, resulting in either a change of control or the loss of majority voting power by its shareholders. Legacy Inmagene also granted certain stock options with vesting that is determined based on the achievement of certain corporate and individual milestones, which were assumed by the Company. The recognition of expense for these stock options was further dependent upon the achievement of certain milestones.

The Company grants stock based awards under the 2025 Plan that generally vest over a four-year service period, with a term of ten years. In addition, the 2025 Plan allows for the acceleration of vesting of certain awards to the extent approved by the administrator of the 2025 Plan. The Company issues new shares upon exercise of stock options and vesting of restricted stock units. The Company accounts forfeitures as they occur.

The Company’s stock option activity for the year ended December 31,2025 is summarized as follows:

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock as of December 31, 2025.

The weighted average grant-date fair value of stock options granted during the year ended December 31, 2025 was $10.75 per share.

Summary of RSUs

The following table summarizes RSU activity for the year ended December 31,2025:

The aggregate intrinsic value of RSUs vested during the year ended December 31, 2025 was approximately $0.5 million.

On April 8, 2025, Legacy Inmagene’s Board of Directors granted RSU to employees. Prior to April 8, 2025, Legacy Inmagene had not granted any RSUs to employees. The RSUs contain service-based and performance-based vesting conditions. The performance-based vesting condition was the successful closing of the Merger. The service-based requirement was satisfied subject to the employee remaining in continuous service through the closing of the Merger. The holders of RSUs were not entitled to dividends or dividend equivalents. The fair value of the RSUs granted was based on the estimated fair value of the underlying shares at the date of grant.

Stock-based compensation expense for stock based awards

On July 25, 2025, upon consummation of the Merger, the performance condition of exercisability and vesting of the then outstanding stock-based awards were met where applicable. Consequently, the Company recorded $14.0 million of stock-based compensation expense on the Closing Date.

Stock-based compensation expense for the year ended December 31,2025 and 2024 was recorded as follows (in thousands):

As of December 31, 2025, unrecognized stock-based compensation expense for stock option awards was $10.9 million estimated to be recognized over a period of 3.4 years.

During the year ended December 31, 2024, the Company recorded $14.0 million in research and development expense related to the issuance of common stock on the consolidated statement of operations and comprehensive loss, respectively. See Note 15 for detail on the issuance of common stock related to the Hutchmed Agreement.

14. Commitments and Contingencies

In connection with the merger, two actions were filed against the Company and its board of directors in the Supreme Court for the State of New York, County of New York, captioned Smith v. Ikena Oncology, Inc., et al., No. 653576/2025 (filed June 12, 2025) and Kent v. Ikena Oncology, Inc., et al., No. 653588/2025 (filed June 13, 2025) (collectively, the “Complaints”). The Complaints allege that the defendants filed or caused to be filed a materially incomplete and misleading registration statement with the SEC and asserts claims under New York common law for negligent misrepresentation and concealment and negligence. In addition, the Company and its board of directors have received five additional demands from purported stockholders seeking additional disclosures in the registration statement (collectively, the “Demands”). On February 27, 2026, the Complaints were voluntarily dismissed and the Company has received no additional outreach from the purported stockholders who sent the Demands.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

The Company enters into contracts in the normal course of business with third-party contract organizations for clinical trials, preclinical studies, manufacturing and other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice and therefore the Company believes that its non-cancelable obligations under these agreements are not material.

15. Collaborative Arrangements and Licensing Agreements

Licensing Agreements

Hutchmed Limited

On January 5, 2021, Legacy Inmagene entered into a Collaboration, Option and License Agreement (the “Hutchmed Agreement”) with Hutchmed Limited (“Hutchmed”), formerly known as Hutchison MediPharma Limited. Legacy Inmagene entered into the Hutchmed Agreement as a strategic partnership to further develop four novel preclinical drug candidates discovered by Hutchmed for the potential treatment of multiple immunological diseases – OX40 (CD134) antagonistic monoclonal antibody (anti-OX40 mAb), BTK (Bruton tyrosine kinase) inhibiter (BTK HMPL-727), RIPK1 HMPL-662, and CSF-1R HMPL-958.

Under the terms of the Hutchmed Agreement, Legacy Inmagene received an exclusive, royalty-free, worldwide license to perform research and development and for use in regulatory filings related to the licensed compounds (the “Licensed Compounds”). Further, on a Licensed Compound-by-Licensed Compound basis, Hutchmed granted Legacy Inmagene the exclusive option to the worldwide license with the right to sublicense to develop, manufacture and commercialize the licensed compound, with Hutchmed retaining first right to co-commercialization in mainland China (each a “License Option”).

Upon exercise of each License Option, Legacy Inmagene acquires an exclusive, worldwide, royalty-bearing license with the right to sublicense through multiple tiers, under certain patents and know-how controlled by Hutchmed and Hutchmed’s right, title and interest in the joint intellectual property to develop, manufacture and commercialize any product that contains, incorporates, or otherwise includes the Licensed Compound (the “Licensed Products”) and is required pay a $20.0 million fee per licensed compound, or, if exercise and payment is made within three years of execution of the Hutchmed Agreement, Legacy Inmagene may elect to pay the option exercise fee in common stock pursuant to a share subscription agreement at a price to be agreed to by both parties. Following Legacy Inmagene’s decision to exercise the License Option, Hutchmed is eligible to receive up to $92.5 million for each Licensed Product upon the achievement of various development and regulatory milestones. Additionally, Hutchmed is eligible to receive up to $135.0 million for each Licensed Compound upon the achievement of various worldwide aggregate cumulative net sales milestones for the Licensed Products that contain such Licensed Compound and tiered royalty rates in the high-single-digit to low-tens percentages on a Licensed Compound-by-Licensed Compound basis for net sales of such Licensed Compounds worldwide, subject to reduction in certain circumstances. None of the payments under the Hutchmed Agreement are refundable.

In April 2023, Legacy Inmagene entered into an amendment to the Hutchmed Agreement which terminated portions of the Hutchmed Agreement related to the RIPK1 HMPL-662 compound, and extended Legacy Inmagene’s deadline for License Option exercise by an additional year to allow time for additional research to be performed on two of the remaining targets.

On October 16, 2023, Legacy Inmagene exercised the License Option for (a) anti-OX40 mAb, and (b) the BTK (Bruton tyrosine kinase) inhibiter. Legacy Inmagene elected to pay Hutchmed the option exercise fee in the form of common stock pursuant to the Hutchmed Agreement. In February 2024, Legacy Inmagene and Hutchmed entered into a share subscription agreement whereby Legacy Inmagene agreed to issue 429,082 shares of common stock for satisfaction of the option exercise fees for the two licensed compounds. In the first quarter of 2024, Legacy Inmagene recorded $14.0 million in research and development expenses on the consolidated statements of operations and comprehensive loss.

The License Option rights to CSF-1R HMPL-958 were not exercised and have expired under the terms of the Hutchmed Agreement.

In connection with the Non-OX40 Divestiture, the BTK inhibiter program was sold to the BuyCo (Note 1). The Company became the successor of the Hutchmed Agreement upon consummation of the Merger, and continues to actively develop the anti-OX40 mAb program.

Legacy Collaborative Arrangements

Below is a summary of collaboration agreements and programs that have been divested in connection with the Non-OX40 Divestiture.

IMG-013 and IMG-008 Agreements

On July 12, 2024, Legacy Inmagene entered into separate exclusive license and collaboration agreements to license Legacy Inmagene’s anti-IL-7Ra antibody (the “IMG-013 Agreement”) and anti-IL-36R antibody (the “IMG-008 Agreement”) to a third party. Legacy Inmagene determined that the IMG-008 Agreement and IMG-013 Agreement should be accounted for as separate contracts with a customer in accordance with ASC 606.

IMG-013 Agreement

Under the IMG-013 Agreement, Legacy Inmagene agreed to grant to a third party an exclusive royalty-bearing worldwide license to exploit patents, patent applications, and Legacy Inmagene know-how which would address immune disorders where Legacy Inmagene’s anti-IL-7Ra antibody (IMG-013) is involved. The license term commenced upon receipt of the upfront payment and would continue until such time as there are no remaining payment obligations due to Legacy Inmagene.

Under the IMG-013 Agreement as amended by the settlement agreement and mutual general release pertaining to the IMG-008 Agreement, Legacy Inmagene was entitled to receive a $3.5 million non-refundable upfront cash payment, which Legacy Inmagene received in the third quarter of 2024. Legacy Inmagene was eligible to receive additional payments under the IMG-013 Agreement based on development and regulatory milestones achievement, and based on sales-based milestones. Legacy Inmagene may also receive additional payments based on mid-single-digit sales-based royalties. None of the payments under the IMG-013 Agreement are refundable.

In order to determine the transaction price, Legacy Inmagene evaluated all the payments to be received during the duration of the contract. Fixed consideration exists in the form of the $3.5 million upfront payment. Development, regulatory, and sales-based milestones and royalties were considered contingent variable consideration. Legacy Inmagene determined that the initial transaction price consisted of the upfront payment which is allocated to the one performance obligation. The transaction price allocated to the one performance obligation was recognized upon grant of license and transfer of technology in the third quarter of 2024.

IMG-008 Agreement

Under the IMG-008 Agreement, Legacy Inmagene agreed to grant to a third party an exclusive royalty-bearing worldwide license to exploit patents, patent applications, and Legacy Inmagene know-how which would address immune disorders where Legacy Inmagene’s anti-IL-36R antibody (IMG-008) is involved. The license term would have commenced upon receipt of the upfront payment and would continue until such time as there are no remaining payment obligations due to Legacy Inmagene.

Under the IMG-008 Agreement, Legacy Inmagene was initially entitled to receive a $6.5 million non-refundable upfront cash payment from IMG-008 no later than September 9, 2024. Legacy Inmagene was also eligible to receive additional payments based on achievement of development and regulatory milestones and sales-based milestones. Legacy Inmagene was also entitled to receive additional payments based on mid-single-digit sales-based royalties.

Legacy Inmagene and the third party entered into an amendment of the IMG-008 Agreement in the third quarter of 2024, whereby Legacy Inmagene extended the payment period for the upfront payment in exchange for a non-refundable $0.7 million deposit. The $0.7 million deposit was received by Legacy Inmagene in the third quarter of 2024 and was reflected as deferred revenue on the consolidated balance sheet as of December 31, 2024.

During the first quarter of 2025, Legacy Inmagene and the third party entered into a settlement agreement and mutual general release pertaining to the IMG-008 Agreement, whereby Legacy Inmagene agreed to dismiss all claims against the third party related to the IMG-008 Agreement in exchange for (1) re-affirmation of full release by the third party of the $0.7 million of funds previously deposited by the third party; (2) payment of a one-time settlement amount of $0.1 million by the third party to Legacy Inmagene; and (3) amendment of the above noted IMG-013 Agreement to increase the development and regulatory milestone fees. Except as so amended, the IMG-013 Agreement remains in full force and effect in accordance with its terms, whereas the IMG-008 Agreement is effectively terminated. During the first quarter of 2025, Legacy Inmagene recognized $0.8 million of license revenue in the consolidated statement of operations and comprehensive loss.

Celexor

On September 28, 2023, Legacy Inmagene entered into an exclusive license and collaboration agreement (the “Celexor Agreement”) with Celexor Bio, Inc. (“Celexor”). Legacy Inmagene granted Celexor an exclusive royalty-bearing license to develop, manufacture, and commercialize any and all products and associated products utilizing Legacy Inmagene’s IMG-018, a monoclonal antibody targeting immunoglobulin-like transcript 7. The license term commenced upon the execution of the Celexor Agreement and will continue until such time as there are no remaining payment obligations due to Legacy Inmagene.

Under the Celexor Agreement, Legacy Inmagene received an upfront payment of $7.0 million and 1,223,300 shares of Series Seed-2 Preferred Shares of Celexor valued at $0.9 million from Celexor. Legacy Inmagene was eligible toreceive additional payments upon achievement of development and regulatory milestones and based on sales-based milestones. Legacy Inmagene could also receive additional payments based on mid-single-digit sales-based royalties. None of the payments under the Celexor Agreement were refundable. Legacy Inmagene determined the Celexor Agreement should be accounted for as a contract with a customer under ASC 606.

Legacy Inmagene concluded that the promises included the license of intellectual property and technology transfer, and these promises should be combined into a single performance obligation.

In order to determine the transaction price, Legacy Inmagene evaluated all of the payments to be received over the duration of the contract. Fixed consideration exists in the form of the upfront payment and Series Seed-2 Preferred Shares of Celexor received. Development, regulatory, and sales-based milestones and royalties were considered contingent variable consideration. Legacy Inmagene determined that the initial transaction price consisted of the upfront payment of $7.0 million and the receipt of Series Seed-2 Preferred Shares of Celexor which were valued at $0.9 million, which was allocated to the single performance obligation. The transaction price allocated to the single performance obligation was recognized upon grant of license and transfer of technology which occurred in 2023.

As of December 31, 2024, the Series Seed-2 Preferred Shares of Celexor were recorded within other non-current assets in the consolidated balance sheets. The Celexor shares were included in the Non-OX40 divestiture and are no longer recorded within other non-current assets in the consolidated balance sheet as of December 31, 2025.

Affibody

On April 29, 2020, Legacy Inmagene entered into a license and collaboration agreement (the “Affibody Agreement”) with Affibody AB (“Affibody”), under which Legacy Inmagene received an exclusive license to develop and commercialize any and all products and associated products utilizing ABY-035 in mainland China, Hong Kong, Taiwan, Macau, and South Korea (“Legacy Inmagene Territory”), a non-exclusive license to Affibody’s proprietary platform that is necessary or useful to develop and commercialize the licensed products in the Legacy Imagene Territory and development activities in the Asia Pacific region, excluding Japan.

On January 9, 2025, Legacy Inmagene entered into an agreement with Affibody to terminate the Affibody Agreement effective as of January 10, 2025. In accordance with the terms of the Affibody Agreement, all corresponding licenses or sublicenses were terminated, and Legacy Inmagene agreed to wind down any ongoing studies for any compounds subject to the Affibody Agreement.

16. Net Loss per Share

The Company recast its basic and diluted earnings per share computations for the effect of the exchange ratio of 0.0030510 on its outstanding common stock and Series A preferred shares during the year ended December 31,2024, resulting from the close of the Merger which occurred on July 25, 2025.

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded potentially dilutive securities from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have had an anti-dilutive effect:

17. Segment Information

The Company operates and manages its business as asingle operating and reportable segment for the purpose of assessing performance and making operating decisions. The Company’schief executive officer, who is the CODM, reviews the Company’s financial information on an aggregated basis for purposes of evaluating financial performance and allocating resources. The CODM assesses operating performance as compared to planned activities for the operating segment and decides how to allocate resources based on net loss that also is reported on the consolidated statement of operations and comprehensive loss. The Company derives license revenue primarily in the United States from research and development collaborations and manages the business activities on a consolidated basis. In addition, all segment assets are held in the United States.

In addition, the CODM is regularly provided the following significant segment financial information to assist in segment performance evaluation, resource allocation, and decision-making (in thousands):

(a)

Other research and development expenses include non-cash research and development expense for issuance of ordinary shares related to the Hutchmed Agreement of $14.0 million for the year ended December 31, 2024, and certain departmental expenses.

(b)

Other general and administrative expenses include depreciation expense, amortization expense, and certain departmental expenses.

18. Income Taxes

The Company is subject to taxation in the United States and various foreign tax jurisdictions. Loss before income taxes was as follows (in thousands):

The significant components of income tax benefits/provision are as follows:

The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis. As a result, the rate reconciliation for the year ended December 31, 2025 is presented in accordance with the new disclosure requirements, while the reconciliation for the year ended December 31, 2024 continue to be presented under disclosure requirements in effect for that period.

A reconciliation of the income tax benefits and provision for income taxes to the amount computed by applying the statutory federal income tax rate to the net loss is summarized as follows (in thousands):

(1) State taxes in California for 2025 made up the majority (greater than 50%) of the tax effect in this category.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating losses and tax credit carryforwards. The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that the deferred tax asset will be realized, the valuation allowance will be reduced.

The valuation allowance increased by $57.0 million and by $10.0 million for the years ended December 31,2025 and 2024, respectively, primarily due to the net operating losses carryforwards, research and development credits and capitalized research expenditures.

The following table summarizes the Company’s net operating losses and tax credit carryforwards by jurisdiction (in thousands):

The NOL carryforwards and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the full valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the United States will not impact the Company’s effective tax rate.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statement of operations and comprehensive loss. As of December 31, 2025, and December 31, 2024, the Company accruedno material interest and penalties.

The following table summarizes the changes to the Company’s gross unrecognized tax benefits (in thousands):

The Company is subject to income tax examination by tax authorities since inception. As of December 31, 2025, the Company is not currently under examination by any federal, state, or foreign taxing authorities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, most notably Section 174 capitalization of domestic research and development costs. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. There was not a significant impact on the Company's tax expense or effective tax rate for year ended December 31, 2025 associated with the OBBBA.