IMA 8-K
ImageneBio, Inc. (IMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 15, 2025, Ikena Oncology, Inc. (the “Company”) entered into an amendment to its employment agreement with Jotin Marango, M.D., Ph.D., effective as of July 15, 2025 (the “Employment Agreement Amendment”).
The Employment Agreement Amendment provides for certain additional benefits to Dr. Marango in the event that his employment is terminated by the Company without “cause” or he resigns for any reason during the “change in control period”. The change in control period commenced on March 18, 2025, the date of the initial filing of the Company’s Form S-4 registration statement relating to the Company’s contemplated merger with Inmagene Biopharmaceutics (the “Contemplated Merger”), which was previously announced by the Company on December 23, 2024, and ends on the 12-month anniversary of the effective time of the Contemplated Merger.
Under such circumstances, pursuant to the Employment Agreement Amendment, all time-based stock options and other stock-based awards subject to time-based vesting held by Dr. Marango (the “Time-Based Equity Awards”) will accelerate and become fully exercisable and nonforfeitable as of the later of the date of his termination or the change in control of the Company (the “Accelerated Vesting Date”). The termination or forfeiture of the unvested portion of such Time-Based Equity Awards will also be delayed until the Accelerated Vesting Date if such awards don’t otherwise vest pursuant to a separation agreement and release between the Company and Dr. Marango.
The foregoing description of the Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which will be filed with the Form 10-Q for the quarter ended June 30, 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ikena Oncology, Inc. | ||||||
| Date: July 16, 2025 | By: | /s/ Mark Manfredi | ||||
| Mark Manfredi, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||