8-K
filed August 7, 2023, 7:59 PM ET
ticker IMA
CIK 0001835579
M&A
confidence high
sentiment positive
materiality 0.75
ImageneBio, Inc. (IMA): M&A transaction — Ikena Oncology acquires Pionyr in all-stock deal, receives ~$43M net cash
ImageneBio, Inc.
- Ikena issued 1.8M common shares and 4.2M Series A convertible preferred shares at $7.15/share for all of Pionyr.
- Pionyr contributed ~$43M net cash; Ikena to use funds to accelerate IK-930 and IK-595 clinical programs.
- Pionyr shareholders (including Gilead Sciences) hold ~12% of Ikena post-deal; management and board unchanged.
- CVRs grant Pionyr holders 50% of net proceeds from any monetization of Pionyr legacy assets within two years.
- Ikena expects initial IK-930 clinical data in 2023 and IK-595 IND filing later in 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ImageneBio, Inc.: Filed Certificate of Designation establishing Series A Non-Voting Convertible Preferred Stock (effective 2023-08-04).
- Change
- charter amendment
- Effective
- 2023-08-04
Exact text from the filing
On August 4, 2023, Ikena filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Merger referenced in Item 1.01 above.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ImageneBio, Inc. completed an acquisition involving Pionyr Immunotherapeutics, Inc. (closed 2023-08-04).
- Action
- acquisition
- Counterparty
- Pionyr Immunotherapeutics, Inc.
- Closing
- 2023-08-04
Exact text from the filing
On August 4, 2023, Ikena completed its business combination with Pionyr.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ImageneBio, Inc. entered into Support Agreements with certain stockholders of Ikena.
- Action
- entry
- Agreement
- merger
- Counterparty
- certain stockholders of Ikena
Exact text from the filing
In connection with the execution of the Merger Agreement, Ikena and Pionyr entered into stockholder support agreements (the “ Support Agreements ”) with certain stockholders of Ikena.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ImageneBio, Inc. entered into Merger Agreement with Ikena Oncology, Inc. and Pionyr Immunotherapeutics, Inc..
- Action
- entry
- Agreement
- merger
- Counterparty
- Ikena Oncology, Inc. and Pionyr Immunotherapeutics, Inc.
Exact text from the filing
Under the terms of the Merger Agreement, outstanding options to acquire Pionyr Common Stock (each, a “ Company Option ”) that had an exercise price greater than the Per Share Cash Consideration (as defined in the Merger Agreement) were cancelled
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ImageneBio, Inc. entered into CVR Agreement with Ikena and the Rights Agent.
- Action
- entry
- Counterparty
- Ikena and the Rights Agent
Exact text from the filing
In connection with the Merger, Ikena and the Rights Agent (as defined therein) entered into a contingent value rights agreement (the “ CVR Agreement ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
ImageneBio, Inc. entered into Lock-up Agreements with certain Pionyr securityholders.
- Action
- entry
- Agreement
- merger
- Counterparty
- certain Pionyr securityholders
Exact text from the filing
Concurrently and in connection with the execution of the Merger Agreement, certain Pionyr securityholders as of immediately prior to the Merger entered into lock-up agreements with Ikena and Pionyr
View on SEC.gov
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