Form 8-K

8-K — ImageneBio, Inc.

Accession: 0001193125-26-333912

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001835579

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d166048d8k.htm (Primary)

EX-99.1 (d166048dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

IMAGENEBIO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40287

81-1697316

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12526 High Bluff Drive, Suite 345

San Diego, California

92130

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 345-6265

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

IMA

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition

On August 5, 2026, ImageneBio, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated August 5, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMAGENEBIO, INC.

Date: August 5, 2026

By:

/s/ Kristin Yarema

Kristin Yarema, Ph.D.

Chief Executive Officer

EX-99.1

Filename: d166048dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

ImageneBio Reports Second Quarter 2026 Financial Results

SAN DIEGO, Aug. 5, 2026 (GLOBE NEWSWIRE) — ImageneBio, Inc. (Nasdaq: IMA) (“Imagene” or the “Company”) today reported financial

results for the quarter ended June 30, 2026, and provided a company update.

Company Highlights

•

Olevaprubart, also known as IMG-007, the potential first-in-class therapeutic targeting the OX40 pathway, is a non-T cell-depleting, ADCC-silenced, anti-OX40 receptor antagonist with an

extended half-life.

•

The Phase 2b ADAPTIVE trial of olevaprubart in

moderate-to-severe atopic dermatitis continues to progress as planned under the amended protocol.

•

A long-term extension (LTE) study has been opened for patients enrolled in ADAPTIVE and sites are actively

enrolling patients into the extension protocol.

•

A Phase 2 clinical trial of olevaprubart in alopecia areata is planned to initiate in 2026.

•

The company will present two posters on olevaprubart at the 2026 European Academy of Dermatology and Venereology

(EADV) Congress.

•

Imagene strengthened its leadership team with the appointments of Yanina Grant-Huerta as Chief Financial Officer

and Matt Robbins as General Counsel.

•

$136.2 million in cash, cash equivalents and marketable securities as of June 30, 2026, providing

anticipated funding for planned operations into the first quarter of 2028.

“Imagene’s olevaprubart is now primed to emerge

as the leading OX40 signal blockade program. With our continued progress in advanced clinical development, our conviction remains strong,” said Kristin Yarema, Ph.D., chief executive officer of Imagene. “Olevaprubart was engineered to be

a genuinely differentiated medicine with the potential for strong, competitive efficacy and a favorable safety profile. This is what our Phase 2b ADAPTIVE study is designed to evaluate and we are very pleased with our progress. Atopic dermatitis and

alopecia areata remain areas of significant unmet need, and, as we are following every new development in the field closely, none of it changes what we believe: that direct, T cell-targeted yet non-T cell

depleting approaches like ours have the potential to provide durable, safe and strong benefit for patients. Our programs remain on track and we continue to advance as planned, including welcoming patients who have completed a year of treatment into

our long-term extension study.”

Recent Corporate Updates

•

In April 2026, Imagene closed a $30 million private placement with participation from both new and current

investors.

•

In July 2026, Imagene appointed Yanina Grant-Huerta as Chief Financial Officer.

•

Grant brings 20 years of financial and accounting leadership experience in the biopharma industry.

•

She most recently served as Chief Accounting Officer at Atara Biotherapeutics and previously spent 14 years at

Amgen Inc. in progressively senior finance and business analysis roles.

•

Imagene also appointed Matt Robbins as General Counsel, bringing more than 15 years of corporate, securities, and

transactional experience advising public and private life sciences companies.

•

Dr. Ben Porter-Brown transitioned to a consulting role at the end of July 2026, continuing to support the

Company as a consulting clinical development expert and strategic advisor.

Olevaprubart Program Updates

•

Atopic Dermatitis: The previously announced protocol amendment to the ADAPTIVE trial has been implemented,

and the study continues to progress under the amended protocol.

•

The amended protocol introduces a robust design intended to further evaluate the potential of olevaprubart in moderate-to-severe atopic dermatitis.

•

Topline data from the study is anticipated in the fourth quarter of 2027.

•

A long-term extension study has been opened for those who have completed one year in the ADAPTIVE study

(NCT07734415) and patients are actively moving into the LTE.

•

The Independent Data Monitoring Committee (IDMC) for the ADAPTIVE study recommended the study proceed with no

changes to the protocol or monitoring on July 23, 2026.

•

As of July 31, 2026 no cases of Kaposi sarcoma have been observed across the olevaprubart program, including

in ongoing studies.

•

Alopecia Areata: Imagene remains on track to initiate a Phase 2 study of olevaprubart in alopecia areata

in 2026.

•

Initial data expected in 2028, leveraging the clinical operations and investigator network the Company has

developed through its atopic dermatitis program.

•

Upcoming Scientific Presentations: Imagene will present two posters at the 2026 European Academy of

Dermatology and Venereology (EADV) Congress:

•

Title: IMG-007, a

non-depleting OX40 antagonist: Optimizing Peak Loading Concentration and Exposure Range to Unlock the Full Potential of OX40-OX40L Pathway Targeting in Immune Mediated Diseases

•

Poster Number: P1683

•

Abstract ID: AS-4099

•

Title: IMG-007, a

non-depleting OX40 mAb, produces durable shift in TCR repertoire and T cell function: Early biomarker insights from a Phase 1b/2a trial in immune-mediated alopecias

•

Poster Number: P2203

•

Abstract ID: AS-3275

Second Quarter 2026 Financial Highlights

Cash Position: Following a $30 million PIPE financing completed in April 2026, the Company ended June 30, 2026 with $136.2 million in

cash, cash equivalents and marketable securities. The Company expects that such resources will be sufficient to fund planned operations into the first quarter of 2028.

Research and Development (R&D) Expenses: R&D expenses were $6.7 million for the three months ended June 30, 2026, compared to

$5.7 million for the same period in 2025. The Company continues to invest in clinical trial and personnel-related expenses associated with its primary development program.

General and Administrative (G&A) Expenses: G&A expenses were $5.1 million for the three months ended June 30, 2026, compared to

$1.7 million for the same period in 2025.

Net Loss: Net loss was $10.2 million, or $0.63 loss per share, for the three months ended

June 30, 2026, compared to a net loss of $10.7 million, or $4.46 per share, for the same period in 2025.

About Olevaprubart (formerly IMG-007)

Olevaprubart (formerly IMG-007) is an investigational, non-T cell-depleting monoclonal antibody targeting OX40, a receptor protein primarily found on activated human T cells. When OX40 binds its ligand OX40L in human tissue, the signal generated plays a key role in the

activation, expansion, and survival of many subtypes of T cells. Targeted inhibition of OX40 is being studied in the clinic across a range of autoimmune, inflammatory and immunological conditions where aberrant signaling of one or more T cell

subtypes is believed to drive disease. Olevaprubart has been engineered to include a silenced antibody-dependent cell-mediated cytotoxicity function demonstrated to avoid T cell depletion or killing and intended to minimize safety risk. This

technology also resulted in an approximately 5-week half-life, prolonging therapeutic activity with the aim of maximizing time between doses for a patient.

About ImageneBio, Inc.

Imagene is a clinical-stage

biotechnology company dedicated to developing therapeutics for patients with immunological, autoimmune and inflammatory diseases with differentiated clinical profiles. The Company’s program, olevaprubart (formerly IMG-007), is a receptor targeting, nondepleting anti-OX40 monoclonal antibody with multiple differentiating features. Imagene has completed Phase 1b/2a clinical trials of olevaprubart in both atopic dermatitis and

alopecia areata and is currently conducting a Phase 2b clinical trial of olevaprubart in patients with moderate-to-severe atopic dermatitis. For more information, please

visit www.imagenebio.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995, including, without limitation, statements regarding: the expected timing, progress and results of the Company’s ongoing Phase 2b ADAPTIVE trial; the anticipated benefits and potential impact of the amended

ADAPTIVE trial protocol; the expected timing of initiation of the Company’s Phase 2 alopecia areata trial and the timing of initial clinical data; the therapeutic potential, safety profile and clinical differentiation of olevaprubart; the

Company’s plans to advance the development of olevaprubart across multiple inflammatory and autoimmune indications; the Company’s planned scientific presentations and anticipated dissemination of clinical data; the Company’s

expected cash resources, capital requirements and financing plans; and other statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. Words such as “will,” “can,”

“expect,” “may,” “plan,” “potential,” “goal,” or other words that convey uncertainty of future events or outcomes are used to identify these forward-looking statements. These statements are

subject to a number of risks, uncertainties and assumptions, including, but not limited to: risks associated with the nonclinical and clinical development and regulatory approval of olevaprubart, including potential delays in the completion of

clinical trials and potential safety and other complications thereof; the timing of the availability of data from the Company’s clinical trials; the risk that competitor data may materially and adversely impact the Company, its business, and

its future prospects; the clinical utility, potential differentiation and/or benefits and market acceptance of olevaprubart; the requirement for additional capital to continue to advance the olevaprubart program, which may not be available on

favorable terms or at all; the Company’s ability to attract, hire, and retain skilled executive officers and employees; the Company’s ability to protect its intellectual property and proprietary technologies; the Company’s reliance

on third parties, contract manufacturers, and contract research organizations; the possibility that the Company may be adversely affected by other economic, political, business, or competitive factors; and risks associated with changes in applicable

laws or regulations or government resources and policies. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks

and uncertainties are more fully described in the Company’s filings with the Securities and Exchange Commission (the SEC), including the risks set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and our subsequent Quarterly Reports on Form 10-Q, filed with the SEC, and in our other filings with the SEC. You should not

place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they

were made, except as required by law.

IMAGENEBIO, INC

Condensed Consolidated Balance Sheets

(Unaudited)

(In

thousands, except share and per share amounts)

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

94,677

94,532

Marketable securities

41,476

40,817

Prepaid expenses and other current assets

4,959

4,939

Total current assets

141,112

140,288

Operating lease

right-of-use assets, net

521

790

Deposits and other non-current assets

7,852

4,878

Promissory note receivable from related party

2,560

7,020

Total assets

152,045

152,976

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

977

1,439

Accrued expenses and other current liabilities

3,684

7,533

Operating lease liabilities, current

1,912

2,262

Total current liabilities

6,573

11,234

Operating lease liabilities, non-current

—

713

Other non-current liabilities

838

870

CVR liability due to related party

2,560

7,020

Total liabilities

9,971

19,837

Commitments and contingencies (Note 10)

Stockholders’ equity:

Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding

as of June 30, 2026 and December 31, 2025

—

Voting Common Stock, $0.001 par value, 142,000,000 shares authorized; 11,279,130 and 10,650,925

shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Non-Voting Common Stock, $0.001 par value, 8,000,000

shares authorized; no shares issued and outstanding as of June 30, 2026 and 530,714 shares issued and outstanding as of December 31, 2025

—

Additional paid-in capital

392,964

363,094

Accumulated other comprehensive income (loss)

(51

)

Accumulated deficit

(250,850

)

(230,053

)

Total stockholders’ equity

142,074

133,139

Total liabilities and stockholders’ equity

152,045

152,976

IMAGENEBIO, INC

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In

thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

License revenue

—

800

Operating expenses:

Research and development

6,669

5,653

12,630

9,693

General and administrative

5,115

1,705

11,233

4,460

Total operating expenses

11,784

7,358

23,863

14,153

Loss from operations

(11,784

)

(7,358

)

(23,863

)

(13,353

)

Other income (expense):

Interest income (expense)

1,248

(236

)

2,377

(313

)

Other income, net

374

715

Total other income (expense), net

1,622

(227

)

3,092

(309

)

Loss before income taxes

(10,162

)

(7,585

)

(20,771

)

(13,662

)

Income tax expense

(16

)

—

(26

)

—

Net loss

(10,178

)

(7,585

)

(20,797

)

(13,662

)

Accretion of redeemable convertible preferred shares

—

(3,149

)

—

(6,200

)

Net loss attributable to common stockholders

(10,178

)

(10,734

)

(20,797

)

(19,862

)

Net loss per common share, basic and diluted

(0.63

)

(4.46

)

(1.52

)

(8.26

)

Weighted-average common shares outstanding, basic and diluted

16,161,721

2,406,516

13,700,170

2,405,680

Comprehensive loss:

Net loss

(10,178

)

(7,585

)

(20,797

)

(13,662

)

Other comprehensive loss:

Unrealized loss on marketable securities

(34

)

—

(138

)

—

Foreign currency translation adjustment

—

(17

)

—

(26

)

Total comprehensive loss

(10,212

)

(7,602

)

(20,935

)

(13,688

)

Contacts

Investor

Contact:

Rebecca Cohen

rcohen@imagenebio.com

Media Contact:

Jason Braco, PhD

Valence Communications

jason@valencecomms.com

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Aug. 05, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration