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ImageneBio, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

IMA$3.97-3.3%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-333920

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001193125-26-453624

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 93 previous paragraphs and 92 current paragraphs.

68 unchanged; 19 reworded; 5 added; 5 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

General and administrative expenses for the three months ended September 30, 2026 were $6.0 million compared to $11.0 million for the three months ended September 30, 2025. Decreased stock-based compensation expense of $3.9 million was primarily due to stock-based compensation expense recognized during the three months ended September 30, 2025 related to Legacy Inmagene options and restricted stock units that vested upon completion of the Merger in July 2025. Facilities-related and other also decreased by $1.4 million primarily due to an early termination fee for Ikena's Boston office lease and accelerated depreciation related to the Boston office.

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025

Current report

In August 2026, we entered into an at-the-market facility with Jefferies LLC (“Jefferies”) under which we may offer and sell shares of our common stock from time to time through Jefferies acting as our sales agent (the “2026 ATM Facility”). On August 5, 2026, we filed a registration statement on Form S-3 with the SEC, which included a sales agreement prospectus under which we may offer and sell shares of our common stock having an aggregate offering price of up to $17.0 million pursuant to the 2026 ATM Facility. As of September 30, 2026, $17.0 million remained available for sale pursuant to the sales agreement prospectus.

Current report

Net cash used in investing activities for the nine months ended September 30, 2025 was $4.5 million consisting of payments of $5.2 million made in connection with the Non-OX40 Divestiture and purchases of available-for-sale securities of $1.5 million, both partially offset by maturities of available-for-sale securities of $2.3 million.

Current report

Net cash provided by financing activities for the nine months ended September 30, 2025 was $135.5 million, consisting primarily of proceeds of $71.1 million from issuance of common stock for the 2025 PIPE Financing, cash acquired of $54.6 million in connection with the Merger, and $15.0 million of proceeds from the Term Loan, all partially offset by the payment of $5.3 million of offering costs in connection with the Merger.
Removed paragraphs (5)
Reworded paragraphs (19)

Previous wording

In April 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”), including existing investors, pursuant to which we issued and sold pre-funded warrants to purchase up to 5,770,335 shares of voting common stock (the “Warrant Shares”) at $0.001 per share, in a private placement transaction (the “Private Placement”) at a purchase price of $5.199 per Warrant Share to the Investors for gross proceeds of $30.0 million.

Current wording

In April 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”), including existing investors, pursuant to which we issued and sold pre-funded warrants to purchase up to 5,770,335 shares of voting common stock (the “Warrant Shares”) at $0.001 per share, in a private placement transaction (the “Private Placement”) at a purchase price of $5.199 per Warrant Share to the Investors for gross proceeds of $30.0 million. In connection with a registration rights agreement entered into with the Investors to grant the Investors customary registration rights, we filed a registration statement on Form S-3 with the SEC for the resale of the Warrant Shares, which registration statement was declared effective on August 11, 2026.

Previous wording

Interest income (expense) consists of interest earned on cash, cash equivalents and marketable securities, including amortization of purchase premiums and accretion of discounts of marketable securities. Interest income (expense) for 2025 also included interest expense on a term loan from Ikena that was settled as part of the Merger. We no longer incur interest expense.

Current wording

Interest income, net consists of interest earned on cash, cash equivalents and marketable securities, including amortization of purchase premiums and accretion of discounts of marketable securities. Interest income, net for 2025 also included interest expense on a term loan from Ikena that was settled as part of the Merger. We no longer incur interest expense.

Previous wording

Other income (expense), net consists of miscellaneous income (expense) unrelated to our core operations.

Current wording

Other income, net consists of miscellaneous income (expense) unrelated to our core operations.

Previous wording

Research and development expenses for the three months ended June 30, 2026 were $6.7 million compared to $5.7 million for the three months ended June 30, 2025. The increase in program costs of $0.5 million was primarily due to increased clinical trial costs related to our Phase 2b dose-finding AD study that began in 2025, partially offset by a decrease in manufacturing costs. Personnel-related costs increased by $0.3 million due primarily to overall compensation increases.

Current wording

Research and development expenses for the three months ended September 30, 2026 were $11.3 million compared to $15.2 million for the three months ended September 30, 2025. The increase in program costs of $6.0 million was primarily due to increased clinical trial costs related to our Phase 2b dose-finding AD clinical trial that began in 2025 and the long-term extension (“LTE”) study that began in 2026 and an increase in manufacturing costs, partially offset by a decrease in clinical trial costs primarily as a result of the completion of our Phase 1 AA study. The decrease in stock-based compensation of $9.7 million was primarily due to stock-based compensation costs recognized during the three months ended September 30, 2025 related to Legacy Inmagene options and restricted stock units that vested upon completion of the Merger in July 2025.

Previous wording

Interest income (expense) for the three months ended June 30, 2026 consisted of $1.2 million of interest income earned on our invested cash balances. Interest income (expense) for the three months ended June 30, 2025 consisted of interest expense of $0.3 million on a previously outstanding term loan from Ikena, partially offset by interest income of less than $0.1 million earned on our cash balances. Our term loan from Ikena was settled as part of the Merger and we no longer incur interest expense.

Current wording

Interest income, net for the three months ended September 30, 2026 consisted of $1.2 million of interest income earned on our invested cash balances. Interest income, net for the three months ended September 30, 2025 consisted of $1.2 million of interest income earned on our invested cash balances, partially offset by interest expense of $0.1 million on a previously outstanding term loan from Ikena. Our term loan from Ikena was settled as part of the Merger and we no longer incur interest expense.

Previous wording

Other income, net for the three months ended June 30, 2026 of $0.4 million consisted primarily of sublease income. Other income, net for the three months ended June 30, 2025 was insignificant.

Current wording

Other income, net for the three months ended September 30, 2026 and 2025 consisted primarily of sublease income.

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

License revenue for the six months ended June 30, 2025 related to non-OX40 programs. Following the Non-OX40 Divestiture, we no longer generate revenue under license and collaboration agreements.

Current wording

License revenue for the nine months ended September 30, 2025 related to non-OX40 programs. Following the Non-OX40 Divestiture, we no longer generate revenue under license and collaboration agreements.

Previous wording

Research and development expenses for the six months ended June 30, 2026 were $12.6 million compared to $9.7 million for the six months ended June 30, 2025. The increase in program costs of $1.9 million was primarily due to increased clinical trial costs related to our Phase 2b dose-finding AD study that began in 2025, partially offset by a decrease in manufacturing costs. Personnel-related costs increased by $0.5 million due primarily to overall compensation increases. Increased stock-based compensation expense of $0.2 million was due primarily to new equity grants after the closing of the Merger.

Current wording

Research and development expenses for the nine months ended September 30, 2026 were $23.9 million compared to $24.8 million for the nine months ended September 30, 2025. The increase in program costs of $7.9 million was primarily due to increased clinical trial costs related to our Phase 2b dose-finding AD study that began in 2025 and the LTE study that began in 2026, partially offset by a decrease in clinical trial costs primarily due to the completion of our Phase 1 AA study. Decreased stock-based compensation expense of $9.5 million was due primarily to stock-based compensation costs recognized during the nine months ended September 30, 2025 related to Legacy Inmagene options and restricted stock units that vested upon completion of the Merger in July 2025.

Previous wording

General and administrative expenses for the six months ended June 30, 2026 were $11.2 million compared to $4.5 million for the six months ended June 30, 2025. Increases in personnel-related expenses of $2.2 million were primarily due to retention and severance costs of $1.0 million as well as overall compensation increases, and increased stock-based compensation expense of $1.5 million was primarily due to new equity grants after the closing of the Merger. Consulting and professional services costs increased by $1.2 million primarily due to an increase in legal costs related to intellectual property and general corporate activity. Facilities-related and other also increased by $1.9 million primarily due to an increase of $0.8 million in facilities costs primarily related to an Ikena lease that expires in April 2027 and increases in insurance costs and other costs to support our operations as a public company.

Current wording

General and administrative expenses for the nine months ended September 30, 2026 were $17.3 million compared to $15.5 million for the nine months ended September 30, 2025. Increases in personnel-related expenses of $2.6 million were primarily due to overall compensation increases and retention costs. Decreased stock-based compensation expense of $2.4 million was due primarily to stock-based compensation costs recognized during the nine months ended September 30, 2025 related to Legacy Inmagene options and restricted stock units that vested upon completion of the Merger in July 2025. Consulting and professional services costs increased by $1.0 million primarily due to an increase in legal costs related to intellectual property and general corporate activity. Facilities-related and other also increased by $0.5 million primarily due to increased facilities costs primarily related to an Ikena lease that expires in April 2027 and increases in insurance costs and other costs to support our operations as a public company, partially offset by an early termination fee for Ikena's Boston office lease and accelerated depreciation related to the Boston office.

Previous wording

Interest income (expense) for the six months ended June 30, 2026 consisted of $2.4 million of interest income earned on our invested cash balances. Interest income (expense) for the six months ended June 30, 2025 consisted of interest expense of $0.4 million on a previously outstanding term loan from Ikena, partially offset by interest income of $0.1 million earned on our cash balances. Our term loan from Ikena was settled as part of the Merger and we no longer incur interest expense.

Current wording

Interest income, net for the nine months ended September 30, 2026 consisted of $3.6 million of interest income earned on our invested cash balances. Interest income, net for the nine months ended September 30, 2025 consisted of $1.2 million of interest income earned on our invested cash balances, partially offset by interest expense of $0.5 million on a previously outstanding term loan from Ikena. Our term loan from Ikena was settled as part of the Merger and we no longer incur interest expense.

Previous wording

Other income, net for the six months ended June 30, 2026 of $0.7 million consisted primarily of sublease income. Other income, net for the six months ended June 30, 2025 was insignificant.

Current wording

Other income, net for the nine months ended September 30, 2026 and 2025 consisted primarily of sublease income.

Previous wording

Since inception, we have devoted substantially all of our resources to advancing the development of our portfolio of programs, organizing and staffing, business planning, raising capital, and providing general and administrative support for these operations. We have incurred recurring losses and negative cash flows from operations since our inception. For the six months ended June 30, 2026, we incurred a net loss of $20.8 million and, as of June 30, 2026, we had an accumulated deficit of $250.9 million. Prior to the Merger, we primarily funded our operations with proceeds from the sale and issuance of Legacy Inmagene preferred shares. Assets acquired in the Merger included $94.7 million of cash, cash equivalents and marketable securities. Additionally, we received gross proceeds of $75.0 million from the associated 2025 PIPE Financing. In April 2026, we received gross proceeds of $30.0 million from the Private Placement and incurred related issuance costs of $2.0 million. As of June 30, 2026, we had cash, cash equivalents and marketable securities of $136.2 million.

Current wording

Since inception, we have devoted substantially all of our resources to advancing the development of our portfolio of programs, organizing and staffing, business planning, raising capital, and providing general and administrative support for these operations. We have incurred recurring losses and negative cash flows from operations since our inception. For the nine months ended September 30, 2026, we incurred a net loss of $36.4 million and, as of September 30, 2026, we had an accumulated deficit of $266.5 million. Prior to the Merger, we primarily funded our operations with proceeds from the sale and issuance of Legacy Inmagene preferred shares. Assets acquired in the Merger included $94.7 million of cash, cash equivalents and marketable securities. Additionally, we received gross proceeds of $75.0 million from the associated 2025 PIPE Financing. In April 2026, we received gross proceeds of $30.0 million from the Private Placement and incurred related issuance costs of $2.0 million. As of September 30, 2026, we had cash, cash equivalents and marketable securities of $126.6 million.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 was $23.9 million, consisting primarily of our net loss of $20.8 million and net cash used by changes in our operating assets and liabilities of $5.2 million, partially offset by net non-cash charges of $2.1 million. Cash used by changes in our operating assets and liabilities primarily related to a $3.0 million increase in deposits and other non-current assets primarily related to deposits for our clinical trials, a $1.1 million decrease in operating lease liabilities and a $1.0 million decrease in accounts payable and accrued expenses and other current liabilities.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $33.4 million, consisting primarily of our net loss of $36.4 million and net cash used by changes in our operating assets and liabilities of $0.9 million, partially offset by net non-cash charges of $4.0 million. Cash used by changes in our operating assets and liabilities primarily related to a $1.0 million increase in deposits and other non-current assets, including deposits for our clinical trials, and a $1.7 million decrease in operating lease liabilities, partially offset by a $0.9 million decrease in prepaid expenses and other current assets and a $0.9 million increase in accounts payable and accrued expenses and other current liabilities.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $19.1 million, consisting primarily of net loss incurred during the period of $13.7 million and net cash used by changes in our operating assets and liabilities of $6.1 million, partially offset by net non-cash charges of $0.6 million. Cash used by changes in our operating assets and liabilities primarily related to a $6.2 million increase in prepaid expenses and other current assets and a $0.7 million decrease in deferred revenue, partially offset by a $0.9 million increase in accounts payable and accrued expenses and other current liabilities.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $40.6 million, consisting primarily of our net loss incurred during the period of $38.4 million and net cash used by changes in our operating assets and liabilities of $18.3 million, partially offset by non-cash charges of $16.1 million, including stock-based compensation expense of $15.3 million. Cash used by changes in our operating assets and liabilities primarily related to a $12.1 million decrease in accounts payable and accrued expenses and other current liabilities, a $3.6 million increase in prepaid expenses and other current assets, a $1.3 million increase in deposits and other non-current assets primarily related to deposits for our clinical trials, a $0.7 million decrease in operating lease liabilities, and a $0.7 million decrease in deferred revenue.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $0.8 million consisting of purchases of available-for-sale securities of $18.9 million, partially offset by maturities of available-for-sale securities of $18.1 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $1.2 million consisting of purchases of available-for-sale securities of $24.6 million, partially offset by maturities of available-for-sale securities of $23.4 million.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 of $24.8 million consisted primarily of net cash provided by the issuance of pre-funded warrants for common stock of $28.0 million, partially offset by the payment of issuance costs incurred in 2025 in connection with the reverse recapitalization. Net cash provided by financing activities for the six months ended June 30, 2025 was $13.0 million, consisting primarily of $15.0 million of proceeds from the Term Loan, partially offset by $2.0 million paid for deferred offering costs related to the contemplated merger with Ikena.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 of $24.9 million consisted primarily of net cash provided by the issuance of pre-funded warrants for common stock of $28.0 million, partially offset by the payment of issuance costs incurred in 2025 in connection with the reverse recapitalization of $3.3 million.

Previous wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $136.2 million. We believe that our cash, cash equivalents and marketable securities are sufficient to support operations through at least the next 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

As of September 30, 2026, we had cash, cash equivalents and marketable securities of $126.6 million. We believe that our cash, cash equivalents and marketable securities are sufficient to support operations through at least the next 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operating activities through a combination of equity offerings, debt financings and license and collaboration agreements. Adequate funding may not be available to us on acceptable terms, or at all. If we are unable to obtain additional funding, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate some or all of our planned operations, which may have a material adverse effect on our business, financial condition, results of operations, and ability to operate as a going concern.

Current wording

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operating activities through a combination of equity offerings, including under our 2026 ATM Facility, debt financings and license and collaboration agreements. Adequate funding may not be available to us on acceptable terms, or at all. If we are unable to obtain additional funding, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate some or all of our planned operations, which may have a material adverse effect on our business, financial condition, results of operations, and ability to operate as a going concern.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

General and administrative expenses for the three months ended June 30, 2026 were $5.1 million compared to $1.7 million for the three months ended June 30, 2025. The increase of $0.9 million in personnel-related expenses was primarily due to overall compensation increases. Increased stock-based compensation expense of $0.8 million was primarily due to new equity grants after the closing of the Merger. Consulting and professional services costs increased by $0.9 million primarily due to an increase in legal costs related to intellectual property and general corporate activity. Facilities-related and other also increased by $0.9 million primarily due to an increase of $0.4 million in facilities costs primarily related to an Ikena lease that expires in April 2027 and increases in insurance costs and other costs to support our operations as a public company.