SCHEDULE: OrbiMed Amends ImageneBio Stake Following Reverse Split and PIPE, Reveals Preferential Share Purchase Price

OrbiMed Advisors and its affiliates have updated their beneficial ownership in ImageneBio, Inc. to 6.92% after a 1-for-12 reverse stock split and a Private Investment in Public Equity (PIPE) transaction, which included a significant share purchase by an OrbiMed entity at a notably lower price than other PIPE investors.

Summary

• OrbiMed Advisors LLC and its affiliated entities (OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC) filed Amendment No. 5 to their Schedule 13D regarding their stake in ImageneBio, Inc.
• The filing reports a decrease in the Reporting Persons' beneficial ownership of ImageneBio's common stock by more than 1%, primarily due to an increase in the number of outstanding shares.
• This increase in outstanding shares resulted from a 1-for-12 reverse stock split effected by ImageneBio on July 25, 2025, and a Private Investment in Public Equity (PIPE) transaction.
• As of the filing date, OrbiMed Advisors LLC beneficially owns 773,754 shares, representing 6.92% of ImageneBio's outstanding common stock, based on 11,181,676 total shares outstanding.
• OrbiMed Private Investments VI, LP (OPI VI), an entity managed by OrbiMed Capital GP VI LLC, purchased 83,611 shares on July 25, 2025, at a price of approximately $2.49 per share.
• This purchase by OPI VI was made in connection with the broader PIPE transaction, where other PIPE investors subscribed for an aggregate of 2,508,337 shares at approximately $29.90 per share, after giving effect to the reverse stock split.
• All share counts and percentages reported in this amendment are presented on an after-Reverse Stock Split basis.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for OrbiMed due to their continued investment and highly favorable purchase price. However, the significant price discrepancy in the PIPE transaction could be viewed negatively by other shareholders, leading to a neutral to slightly positive overall sentiment for the company from an external perspective.

Positives

• OrbiMed, a significant institutional investor, increased its absolute shareholding in ImageneBio by purchasing an additional 83,611 shares, indicating continued investment and confidence.
• OrbiMed Private Investments VI, LP (OPI VI) acquired shares at a highly favorable price of approximately $2.49 per share, which is significantly lower than the approximately $29.90 per share paid by other investors in the same PIPE transaction.

Negatives

• The beneficial ownership percentage of the Reporting Persons decreased by more than 1% due to dilution from the reverse stock split and the Private Investment in Public Equity (PIPE) transaction, despite an absolute increase in shares held by one of its entities.
• The substantial discrepancy in the share purchase price for OrbiMed Private Investments VI, LP ($2.49 per share) compared to other PIPE investors (approximately $29.90 per share) raises concerns about potential preferential treatment or valuation disparities for other shareholders.

Future Outlook

The Reporting Persons intend to continuously review their investment in ImageneBio based on various factors, including the Issuer's business, financial condition, market conditions, and other investment opportunities. They may acquire additional shares or dispose of existing shares in the open market or privately negotiated transactions, depending on their ongoing assessment.

Industry Context

This filing reflects a significant investor's updated position in a biotechnology company following a corporate restructuring event (reverse stock split and merger-related PIPE). Such events are common in the biotech industry, particularly for companies undergoing strategic shifts or seeking to meet listing requirements, and often involve capital raises to fund ongoing research and development.

Corporate Governance

Related Party Transactions

• OrbiMed Private Investments VI, LP (OPI VI), an entity managed by OrbiMed, purchased 83,611 shares at approximately $2.49 per share as part of a PIPE transaction where other investors paid approximately $29.90 per share.
• David P. Bonita, a member of OrbiMed Advisors and a director on ImageneBio's Board, is obligated to transfer any equity-based compensation received from ImageneBio to OrbiMed Advisors and OrbiMed GP for the benefit of OrbiMed Private Investments VI, LP.

Stakeholder Impact

• Shareholders: The reverse stock split and PIPE transaction resulted in dilution, decreasing OrbiMed's percentage ownership despite an absolute increase in shares held by one of its entities. The significant price discrepancy in the PIPE for OrbiMed versus other investors could be perceived negatively by existing and other new shareholders.
• PIPE Investors: Other PIPE investors paid a significantly higher price per share ($29.90) compared to OrbiMed Private Investments VI, LP ($2.49), which could lead to concerns about fairness and equal treatment.

Next Steps

• ImageneBio is required to file a registration statement with the SEC within 45 calendar days after the closing of the merger to register the resale of shares purchased in the PIPE transaction.

Key Dates

Keywords

ImageneBio, OrbiMed, Schedule 13D, Beneficial Ownership, Reverse Stock Split, PIPE, Private Investment in Public Equity, Shareholder, Investment Adviser, Biotechnology, Pharmaceuticals