ImageneBio, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In August 2026, we issued 1,038,482 shares of common stock (the “Exercised Warrant Shares”) upon exercise of 1,038,516 pre-funded warrants for the purchase of shares of common stock of the Company at an exercise price of $0.001 per share including 846,172 Exercised Warrant Shares that were exercised for cash and 192,344 pre-funded warrants that were net exercised for an aggregate of 192,310 Exercised Warrant Shares for no additional cash consideration. The pre-funded warrants were originally issued in a private placement and pursuant to a Securities Purchase Agreement in April 2026. The offer and sale of the Exercised Warrant Shares issued upon exercise of the pre-funded warrants was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The holders of the pre-funded warrants represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and that they were acquiring the securities for investment purposes only and not with a view to, or for resale in connection with any distribution of the securities in violation of U.S. federal securities laws.