--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-006137" form_type: "8-K" ticker: null cik: "0001623715" company_name: "Imago BioSciences, Inc." filed_at: "2023-01-11T23:59:59+00:00" generated_at: "2026-06-20T16:33:37.155251+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Merck completes $36/share acquisition of Imago BioSciences; shares delisted ## Summary - Merck acquired all shares of Imago for $36.00 cash per share via tender offer and merger on Jan 11, 2023. - Approximately 89.2% of shares (31,307,028) were tendered, satisfying all conditions. - Imago becomes wholly owned subsidiary of Merck; shares no longer listed on Nasdaq. - Imago's board of directors replaced by Merck appointees; charter and bylaws amended. ## SEC filing metadata - accession: 0001193125-23-006137 - form_type: 8-K - cik: 0001623715 - company_name: Imago BioSciences, Inc. - filed_at: 2023-01-11T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/d514174d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-006137 - JSON: https://secwatch.observer/filing/0001193125-23-006137.json - Plain text: https://secwatch.observer/filing/0001193125-23-006137.txt ## Key facts - Executive change Jon Filderman was appointed as Vice President at Imago BioSciences, Inc.. - Action: appointed - Role: Vice President source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Dina Chaya, Ph.D. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Laurie Keating J.D. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Gary A. Henningsen, Jr. was appointed as Senior Vice President – Tax at Imago BioSciences, Inc.. - Action: appointed - Role: Senior Vice President – Tax source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Aaron Rosenberg was appointed as Director at Imago BioSciences, Inc.. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, Jon Filderman and Aaron Rosenberg. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Robert Baltera, M.S. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Karen Ettelman was appointed as Assistant Secretary at Imago BioSciences, Inc.. - Action: appointed - Role: Assistant Secretary source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Enoch Kariuki, Pharm.D. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Jon Filderman was appointed as Director at Imago BioSciences, Inc.. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, Jon Filderman and Aaron Rosenberg. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Hugh Y. Reinhoff, Jr., M.D. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Robert V. Smartwood was appointed as Assistant Treasurer at Imago BioSciences, Inc.. - Action: appointed - Role: Assistant Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Rita A. Karachun was appointed as President at Imago BioSciences, Inc.. - Action: appointed - Role: President source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Aaron Rosenberg was appointed as Senior Vice President and Treasurer at Imago BioSciences, Inc.. - Action: appointed - Role: Senior Vice President and Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Kelly E.W. Grez was appointed as Secretary at Imago BioSciences, Inc.. - Action: appointed - Role: Secretary source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Anthony Wildasin was appointed as Assistant Secretary at Imago BioSciences, Inc.. - Action: appointed - Role: Assistant Secretary source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Juanita Lee was appointed as Assistant Treasurer at Imago BioSciences, Inc.. - Action: appointed - Role: Assistant Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Timothy G. Dillane was appointed as Assistant Treasurer at Imago BioSciences, Inc.. - Action: appointed - Role: Assistant Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Jon Filderman, Vice President, Gary A. Henningsen, Jr., Senior Vice President – Tax , Aaron Rosenberg, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Kelly E.W. Grez, Secretary, Karen Ettelman, Assistant Secretary, Robert V. Smartwood, Assistant Treasurer and Anthony Wildasin, Assistant Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Rita A. Karachun was appointed as Director at Imago BioSciences, Inc.. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, Jon Filderman and Aaron Rosenberg. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Executive change Dennis Henner, Ph.D. departed as Director at Imago BioSciences, Inc.. - Action: ceased to be a director - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Dennis Henner, Ph.D., Robert Baltera, M.S., Dina Chaya, Ph.D., Enoch Kariuki, Pharm.D., Hugh Y. Reinhoff, Jr., M.D. and Laurie Keating J.D. each ceased to be directors of Imago and members of any committee of Imago’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Governance Changes Imago BioSciences, Inc.: Amended and restated by-laws in their entirety. - Change: bylaw amendment source text: Imago’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated By-Laws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - Governance Changes Imago BioSciences, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: Imago’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Second Amended and Restated Certificate of Incorporation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm - M&A Transactions Imago BioSciences, Inc. completed an acquisition involving Merck Sharp & Dohme LLC for $36.00 per share in cash (closed 2023-01-11). - Action: acquisition - Counterparty: Merck Sharp & Dohme LLC - Consideration: $36.00 per share in cash - Closing: 2023-01-11 source text: Merger Sub commenced a tender offer (the “Offer”) on December 12, 2022 to acquire all of the outstanding shares of Imago’s common stock (the “Shares”) for a purchase price of $36.00 per Share, to the seller in cash, without interest and subject to any required tax withholding (the “Offer Price”). The Offer and related withdrawal rights expired as scheduled at evidence_url: https://www.sec.gov/Archives/edgar/data/1623715/000119312523006137/0001193125-23-006137-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.