공고 • Jul 26
Inmagene Biopharmaceuticals Co. Ltd. completed the acquisition of Ikena Oncology, Inc. (NasdaqGM:IKNA) from entities affiliated with Atlas Venture L.P., entities affiliated with OrbiMed Advisors LLC, Omega Fund VI, L.P., managed by Omega Fund Management, LLC and others in a reverse merger transaction.
Inmagene Biopharmaceuticals Co. Ltd. entered into an agreement to acquire Ikena Oncology, Inc. (NasdaqGM:IKNA) from entities affiliated with Atlas Venture L.P., entities affiliated with OrbiMed Advisors LLC, Omega Fund VI, L.P., managed by Omega Fund Management, LLC and others for $86.5 million in a reverse merger transaction on December 23, 2024. As part of consideration, Ikena Oncology share will be converted into the right to receive a number of shares Inmagene. Ikena and the Rights Agent are expected to enter into a Contingent Value Rights agreement pursuant to which Inmagene shareholders of record as of the close of business on the last business day prior to the day on which the First Effective Time occurs will receive one contingent value right for each outstanding Inmagene Share held by such shareholder on such date. Based on Ikena’s and Inmagene’s capitalization as of February 28, 2025, and assuming Ikena’s net cash is $100 million, the Exchange Ratio was estimated to be equal to 0.037260 shares of Ikena common stock for each share of Inmagene ordinary shares. Immediately after the First Merger, based on the estimated Exchange Ratio, it is expected that (i) the Inmagene securityholders immediately before the First Merger will own approximately 55.6% of the aggregate number of shares of the combined company’s common stock and (ii) Ikena securityholders immediately before the First Merger will own approximately 44.4% of the aggregate number of shares of the combined company’s common stock. Upon termination of the merger agreement under specified circumstances, Ikena may be required to pay Inmagene a termination fee of $5 million and/or reimburse Inmagene’s expenses up to a maximum of $1 million, and Inmagene may be required to pay Ikena a termination fee of $4.5 million and/or reimburse Ikena’s expenses up to a maximum of $1 million. The combined company plans to operate under the name “ImageneBio, Inc.” and trade on NASDAQ under the ticker “IMA”.
At the first effective time, the board of directors is expected to consist of seven members, three of whom will be designated by Inmagene, two of whom will be designated by Ikena, one of whom will be mutually agreed to by Inmagene and Ikena, and one of whom will be designated by the lead investor in the PIPE Financing. The merger agreement contains certain termination rights of each of Ikena and Inmagene.
The transaction has been approved by both parties board of dirctors. The transaction is subject to Ikena and Inmagene stockholders approval, issue shares of Ikena Common Stock issuable in connection with the merger under the rules of The Nasdaq Stock Market LLC, Ikena having a minimum of $95 million in net cash if Closing occurs prior to May 1, 2025, the delivery of Lock-Up Agreements from certain stockholders of shareholders (as applicable) of the other party and Ikena filing with the U.S. Securities and Exchange Commission and causing to become effective a registration statement to register the shares of Ikena Common Stock to be issued in connection with the merger. The transaction is expected to close in mid-2025. As of July 15, 2025, the transaction was approved by the target shareholders. The closing of the merger anticipated to take place around the end of July, 2025.
Mark Manfredi and Jotin Marango of Goodwin Procter LLP acted as legal advisor to Ikena Oncology. Patrick Loofbourrow and Rama Padmanabhan of Cooley LLP acted as legal advisor to Inmagene Biopharmaceuticals. Leerink Partners acted as fairness opinion provider to Ikena Oncology. Leerink Partners acted as exclusive financial advisor to Ikena and as exclusive placement agent for the Financing. Ikena has agreed to pay Leerink Partners an aggregate fee of approximately $6.87 million, $1.0 million of which became payable upon the rendering by Leerink Partners of its opinion on December 23, 2024, and the remainder of which is payable contingent upon consummation of the Merger and the Ikena concurrent financing. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal counsel to the placement agent. Evercore acted as an exclusive financial advisor to Inmagene. MacKenzie Partners, Inc. acted as information agent to Ikena and will receive a fee of approximately $9,500 for its services. Computershare Trust Company, N.A. acted as transfer agent to Ikena.
Inmagene Biopharmaceuticals Co. Ltd. completed the acquisition of Ikena Oncology, Inc. (NasdaqGM:IKNA) from entities affiliated with Atlas Venture L.P., entities affiliated with OrbiMed Advisors LLC, Omega Fund VI, L.P., managed by Omega Fund Management, LLC and others in a reverse merger transaction on July 25, 2025.