IMA · ImageneBio Inc

ImageneBio Inc announced a significant private placement financing through a Securities Purchase Agreement dated April 12, 2026, with institutional and accredited investors. The company will issue pre-funded warrants to purchase up to 5,770,335 shares of its voting common stock (par value $0.001) at a purchase price of $5.199 per Warrant Share, generating approximately $30 million in gross proceeds. These warrants feature a nominal exercise price of $0.001 per share, are immediately exercisable post-issuance with no expiration until fully exercised, and support cashless net exercise. A key investor protection is the 19.99% beneficial ownership limitation to avoid triggering certain regulatory thresholds. The transaction relies on the Section 4(a)(2) exemption from Securities Act registration, with restrictive legends on the securities. Closing is targeted for April 14, 2026, subject to standard conditions. Concurrently, the company committed to a Registration Rights Agreement requiring a resale registration statement filing within three business days following August 1, 2026, with liquidated damages up to 5% of purchase price for delays. This capital raise directly funds critical R&D priorities: late-phase readiness for atopic dermatitis programs and expansion of IMG-007 into alopecia areata, signaling accelerated clinical development amid biotech funding challenges. The pre-funded structure minimizes immediate dilution while providing investors flexible upside exposure, typical for growth-stage biotechs balancing cash needs with shareholder interests.