SCHEDULE: ImageneBio Merger and Reverse Stock Split Dilutes Atlas Venture's Stake Below 5%

Atlas Venture funds report a significant dilution of their beneficial ownership in ImageneBio, Inc. to 3.6% following the company's merger with Inmagene Biopharmaceuticals and a 1-for-12 reverse stock split.

Summary

• ImageneBio, Inc., formerly Ikena, completed its merger with Inmagene Biopharmaceuticals on July 25, 2025.
• The merger involved a two-step process where Inmagene merged into Ikena's subsidiaries, ultimately resulting in Merger Sub II surviving as a direct, wholly-owned subsidiary of Ikena.
• Concurrently with the merger closing on July 25, 2025, a 1-for-12 reverse stock split of Ikena's common stock was effected.
• Following these transactions, Ikena officially changed its name to "ImageneBio, Inc.".
• Atlas Venture Fund X, L.P., Atlas Venture Fund XI, L.P., and Atlas Venture Opportunity Fund I, L.P., along with their respective general partners, collectively own 418,179 shares of ImageneBio Common Stock.
• This aggregate ownership represents 3.6% of the Issuer's outstanding Common Stock, calculated based on approximately 11,600,000 outstanding shares as of July 25, 2025.
• The reporting persons ceased to be beneficial owners of more than five percent of the Common Stock on July 25, 2025, due to the completion of the Merger and reverse stock split.
• No shares of Common Stock were purchased or sold by the Reporting Persons during the past 60 days.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative from the perspective of the reporting persons, as their ownership stake has been diluted. However, the filing itself is a factual report of a completed corporate action (merger, name change, reverse split) which are significant events for the company.

Negatives

• The reporting persons' beneficial ownership in ImageneBio, Inc. was diluted from above 5% to 3.6% due to the merger and reverse stock split.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the completion of the merger and related corporate actions.

Industry Context

This filing reflects the completion of a corporate merger within the biotechnology or pharmaceutical sector, leading to a change in the company's name and capital structure. Such mergers are common strategies for companies to combine assets, pipelines, or market reach, often resulting in changes to shareholder ownership percentages.

Stakeholder Impact

• Shareholders of Ikena (now ImageneBio, Inc.) experienced a 1-for-12 reverse stock split, which reduces the number of outstanding shares and proportionally increases the share price, but does not change the total value of their holdings.
• The merger with Inmagene Biopharmaceuticals fundamentally changes the underlying business and strategic direction of ImageneBio, Inc., potentially impacting future performance and shareholder value.
• Atlas Venture funds, as significant investors, saw their percentage ownership diluted, which could affect their influence or future returns from this specific investment.

Key Dates

Keywords

ImageneBio, Ikena, Inmagene Biopharmaceuticals, Merger, Reverse Stock Split, Atlas Venture, Beneficial Ownership, SEC Filing, Schedule 13D/A, Biotechnology, Pharmaceuticals