Ikena and Inmagene Announce Merger and Private Placement Agreement

In a significant development within the biopharmaceutical sector, Ikena Oncology, Inc. and Inmagene Biopharmaceuticals have announced a definitive merger agreement. The transaction, aimed at advancing the development of IMG-007, a promising monoclonal antibody, is expected to be finalized by mid-2025. This merger will see the formation of a new entity named ImageneBio, Inc., which will trade on NASDAQ under the ticker symbol "IMA."

Inmagene Biopharmaceuticals, a clinical-stage company, is focused on the development of IMG-007, a non-depleting anti-OX40 monoclonal antibody. This drug candidate is noted for its extended half-life and silenced ADCC function, making it a potential game-changer in treating inflammatory conditions like atopic dermatitis. The company has successfully completed a Phase 2a clinical trial for IMG-007, demonstrating significant and sustained clinical efficacy in patients with moderate-to-severe atopic dermatitis. The next phase of clinical trials is set to commence in early 2025.

The proposed transaction involves a private placement financing of $75 million, part of a larger estimated $175 million funding intended to support IMG-007's development. This financing effort has drawn interest from new investors including Deep Track Capital, Foresite Capital, and RTW Investments, alongside existing Ikena investors like BVF Partners L.P., Blue Owl Healthcare Opportunities, Omega Funds, and OrbiMed. The funds are expected to accelerate IMG-007's clinical advancements and broaden its application to various inflammatory diseases, such as asthma, hidradenitis suppurativa, and systemic sclerosis.

The combined company will allocate ownership stakes, with Ikena shareholders expected to hold approximately 34.8%, Inmagene equity holders about 43.5%, and investors from the financing round around 21.7%. The board of directors will comprise representatives from both companies, alongside a new independent director and a board member representing the financing investors. A search has commenced for a CEO to lead the new entity, ImageneBio.

IMG-007 targets the OX40 receptor, predominantly found on activated T cells, playing a critical role in the immune response. The antibody's innovative design includes a longer half-life and a non-T cell depleting mechanism, potentially offering a superior safety profile compared to existing treatments. This makes IMG-007 a strong candidate for dose optimization and potentially less frequent dosing schedules, such as every 24 weeks.

The merger is an important step for both companies, providing the necessary resources and collaborative expertise to maximize the potential of IMG-007. Jonathan Wang, founder and CEO of Inmagene, expressed optimism about the partnership, emphasizing the strategic alignment and opportunity to enhance IMG-007’s clinical development and potential market entry.

The merger agreement has been approved by the boards of both Ikena and Inmagene, with the transaction completion contingent on customary closing conditions and shareholder approval. Both companies have secured support agreements from their respective directors, officers, and key shareholders to favorably vote on the merger.

As the merger progresses, stakeholders from both companies will receive contingent value rights related to non-IMG-007 assets, with Inmagene shareholders obtaining rights to their company's non-IMG-007 assets and Ikena's shareholders to its legacy pipeline assets.

In conclusion, the merger between Ikena Oncology and Inmagene Biopharmaceuticals marks a promising collaboration aimed at advancing the development of innovative treatments for inflammatory diseases. With strong investor backing and strategic alignment, ImageneBio is set to become a key player in the biopharmaceutical industry, focusing on bringing effective therapies to patients in need.