Ikena Oncology and Inmagene Biopharmaceuticals Announce Agreement for Merger and Private Placement
Ikena Oncology (NASDAQ: IKNA) and Inmagene Biopharmaceuticals have announced a definitive merger agreement, along with a $75 million private placement. The transaction, expected to close in mid-2025, will result in approximately $175 million to support the development of IMG-007, a non-depleting anti-OX40 monoclonal antibody.
The private placement includes investments from Deep Track Capital, Foresite Capital, RTW Investments, and existing Ikena investors. The combined company will operate as ImageneBio, Inc. and trade under the ticker 'IMA', focusing on developing IMG-007 for atopic dermatitis treatment.
IMG-007 features an extended half-life compared to other OX40-targeting mAbs in Phase 2 and later development, with silenced ADCC function. A Phase 2b clinical trial in atopic dermatitis is planned for early 2025.
Ikena Oncology (NASDAQ: IKNA) e Inmagene Biopharmaceuticals hanno annunciato un accordo di fusione definitivo, insieme a un collocamento privato di 75 milioni di dollari. La transazione, prevista per la metà del 2025, porterà a un finanziamento di circa 175 milioni di dollari per supportare lo sviluppo di IMG-007, un anticorpo monoclonale anti-OX40 non deplezionante.
Il collocamento privato include investimenti da Deep Track Capital, Foresite Capital, RTW Investments e attuali investitori di Ikena. La società risultante opererà come ImageneBio, Inc. e sarà quotata con il ticker 'IMA', concentrandosi sullo sviluppo di IMG-007 per il trattamento della dermatite atopica.
IMG-007 presenta una vita media prolungata rispetto ad altri mAbs mirati a OX40 in fase 2 e sviluppo successivo, con funzione ADCC silenziata. È previsto un trial clinico di Fase 2b per la dermatite atopica all'inizio del 2025.
Ikena Oncology (NASDAQ: IKNA) e Inmagene Biopharmaceuticals han anunciado un acuerdo de fusión definitivo, junto con una colocación privada de 75 millones de dólares. Se espera que la transacción se cierre a mediados de 2025, lo que resultará en aproximadamente 175 millones de dólares para apoyar el desarrollo de IMG-007, un anticuerpo monoclonal anti-OX40 no deplecionante.
La colocación privada incluye inversiones de Deep Track Capital, Foresite Capital, RTW Investments y los inversionistas actuales de Ikena. La empresa combinada operará como ImageneBio, Inc. y se cotizará bajo el símbolo 'IMA', centrándose en el desarrollo de IMG-007 para el tratamiento de la dermatitis atópica.
IMG-007 presenta una vida media prolongada en comparación con otros mAbs dirigidos a OX40 en Fase 2 y desarrollo posterior, con función de ADCC silenciada. Se planea un ensayo clínico de Fase 2b para la dermatitis atópica a principios de 2025.
이케나 온콜로지 (NASDAQ: IKNA)와 인마진 생명공학는 7,500만 달러의 사모 배정과 함께 확정된 합병 계약을 발표했습니다. 2025년 중반에 마감될 것으로 예상되는 이 거래는 IMG-007, 비고갈성 항-OX40 단클론 항체 개발을 지원하기 위해 약 1억 7,500만 달러를 제공할 것입니다.
사모 배정에는 딥 트랙 캐피탈, 포레사이트 캐피탈, RTW 투자 및 기존 이케나 투자자들의 투자가 포함됩니다. 통합된 회사는 ImageneBio, Inc.로 운영되며 'IMA'라는 티커로 거래되며, 아토피 피부염 치료를 위한 IMG-007 개발에 집중할 것입니다.
IMG-007은 2상 이상의 개발에서 다른 OX40 표적 mAb에 비해 긴 반감기를 특징으로 하며, ADCC 기능이 억제되어 있습니다. 아토피 피부염에 대한 2b상 임상 시험이 2025년 초로 계획되어 있습니다.
Ikena Oncology (NASDAQ: IKNA) et Inmagene Biopharmaceuticals ont annoncé un accord de fusion définitif, ainsi qu'un placement privé de 75 millions de dollars. La transaction, qui devrait se clôturer au milieu de 2025, résultera en environ 175 millions de dollars pour soutenir le développement de IMG-007, un anticorps monoclonal anti-OX40 non déplétant.
Le placement privé comprend des investissements de Deep Track Capital, Foresite Capital, RTW Investments et des investisseurs existants d'Ikena. La société combinée opérera sous le nom d'ImageneBio, Inc. et se négociera sous le symbole 'IMA', en se concentrant sur le développement d'IMG-007 pour le traitement de la dermatite atopique.
IMG-007 présente une demi-vie prolongée par rapport à d'autres mAbs ciblant OX40 en phase 2 et au-delà, avec une fonction ADCC silencieuse. Un essai clinique de phase 2b pour la dermatite atopique est prévu pour début 2025.
Ikena Oncology (NASDAQ: IKNA) und Inmagene Biopharmaceuticals haben eine endgültige Fusionsvereinbarung sowie eine Privatplatzierung in Höhe von 75 Millionen US-Dollar angekündigt. Die Transaktion, die voraussichtlich Mitte 2025 abgeschlossen wird, wird etwa 175 Millionen US-Dollar zur Unterstützung der Entwicklung von IMG-007, einem nicht depletierten anti-OX40-Monoklonalen Antikörper, bereitstellen.
Die Privatplatzierung umfasst Investitionen von Deep Track Capital, Foresite Capital, RTW Investments und bestehenden Ikena-Investoren. Das kombinierte Unternehmen wird als ImageneBio, Inc. tätig sein und unter dem Ticker 'IMA' gehandelt, wobei der Schwerpunkt auf der Entwicklung von IMG-007 zur Behandlung von atopischer Dermatitis liegt.
IMG-007 zeichnet sich durch eine verlängerte Halbwertszeit im Vergleich zu anderen OX40-zielgerichteten mAbs in Phase 2 und späterer Entwicklung aus, mit ausgeschalteter ADCC-Funktion. Eine klinische Studie der Phase 2b zur atopischen Dermatitis ist für Anfang 2025 geplant.
- Secured $75 million in private placement funding from prominent healthcare investors
- Combined entity will have approximately $175 million to support IMG-007 development
- IMG-007 shows potential advantages over competitors with longer half-life and improved tolerability profile
- Phase 2b clinical trial for atopic dermatitis scheduled to begin in early 2025
- Merger completion not expected until mid-2025, creating execution uncertainty
- Company will shift focus exclusively to IMG-007, reducing pipeline diversity
- No immediate revenue generation potential as product still in clinical development phase
Insights
This merger and private placement represents a strategic pivot for Ikena, transforming from an oncology-focused company to an immunology player through the acquisition of Inmagene's IMG-007 asset. The
IMG-007's differentiated profile in the competitive OX40 antibody landscape is noteworthy - the extended half-life could enable optimized dosing schedules while the silenced ADCC function may improve safety. The atopic dermatitis market represents a
The planned Phase 2b initiation in early 2025 and merger closing in mid-2025 creates a clear catalyst pathway. The strong investor syndicate participation signals confidence in IMG-007's potential, though the
IMG-007's mechanism targeting OX40 is scientifically compelling and supported by proof-of-concept data in atopic dermatitis. The non-depleting nature and silenced ADCC function could provide meaningful safety advantages over competing OX40 antibodies that deplete T cells. The extended half-life may enable less frequent dosing, potentially improving patient compliance and commercial competitiveness.
The broad potential across multiple inflammatory indications including asthma, hidradenitis suppurativa and systemic sclerosis suggests a "pipeline-in-a-product" opportunity. However, success in the lead atopic dermatitis indication will be critical for validating the platform. The planned Phase 2b trial design and execution will be key determinants of value creation.
Inmagene Biopharmaceuticals is a clinical stage company focused on developing IMG-007, a non-depleting anti-OX40 monoclonal antibody with an extended half-life and a silenced ADCC function
The transaction is expected to result in approximately
The Financing includes both new investors such as Deep Track Capital, Foresite Capital, RTW Investments, and existing Ikena investors such as BVF Partners L.P., Blue Owl Healthcare Opportunities, Omega Funds, and OrbiMed
The transaction is expected to close in mid-2025
BOSTON and SAN DIEGO, Dec. 23, 2024 (GLOBE NEWSWIRE) -- Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena,”) and Inmagene Biopharmaceuticals (“Inmagene”) announced they have entered into a definitive merger agreement. In connection with the merger, Ikena has entered into subscription agreements for a
“In our search for the right partner for Ikena, Inmagene’s IMG-007 differentiated clinical data in atopic dermatitis and potential as a pipeline in a product across the I&I space was a compelling fit,” commented Mark Manfredi, PhD, Chief Executive Officer of Ikena. “We believe IMG-007 has the potential to be extremely impactful for patients with inflammatory diseases, while also building value for our shareholders.”
OX40 is a costimulatory receptor that presents primarily on activated T cells. Anti-OX40 mAbs have demonstrated efficacy in placebo-controlled studies in atopic dermatitis. IMG-007 is a mAb targeting OX40 with potential utility in a wide range of inflammatory indications, including atopic dermatitis, asthma, hidradenitis suppurativa, systemic sclerosis and others. IMG-007 has a longer half-life compared to other OX40-targeting mAbs in Phase 2 and later development, enabling its potential for dose and schedule optimization. In addition, IMG-007 has silenced antibody dependent cellular cytotoxicity (ADCC) function, and is non-T cell depleting, leading to a potentially improved tolerability profile relative to other mAbs in the class. IMG-007’s Phase 2b clinical trial in atopic dermatitis is expected to begin in early 2025.
“We are pleased to work with the Ikena team and multiple worldclass healthcare investors on this reverse merger and PIPE transaction. This is an important step for us to gain powerful resources to maximize the opportunities for IMG-007, a highly differentiated drug candidate with best-in-class potential,” commented Jonathan Wang, PhD, founder, Chairman and Chief Executive Officer of Inmagene. “We are well-positioned to advance IMG-007 development and look forward to executing our development plan in atopic dermatitis and potentially additional indications.”
About the Proposed Transaction and Combined Company Management
Following the closing of the merger and the Financing, Ikena stockholders are expected to own approximately
The board of directors of the combined company will be comprised of three directors from the current Inmagene board, two directors from the current Ikena board, a board member representing the investors in the Financing, and a new independent board member. Inmagene and Ikena will mutually decide on future leadership of ImageneBio and a formal search for the chief executive officer of the combined company has been initiated.
The shareholders of the two companies will obtain contingent value rights (CVRs). The Inmagene shareholders will receive CVRs for Inmagene’s non-IMG-007 assets, and the Ikena shareholders will receive CVRs for Ikena’s legacy pipeline assets.
The transaction has been approved by the board of directors of both companies and is expected to close in mid-2025, subject to customary closing conditions, including approval by the shareholders of each company.
In connection with the reverse merger, directors and officers of both companies, certain shareholders of Inmagene and certain shareholders of Ikena have executed support agreements, pursuant to the terms of which they have agreed to vote all of their shares of capital stock in favor of the merger or the issuance of Ikena shares in the merger, as applicable.
About Inmagene Biopharmaceuticals
Inmagene is a global clinical-stage biotechnology company developing novel therapeutics for immunological and inflammatory (I&I) diseases. The company’s highly differentiated clinical-stage pipeline has multiple candidates with best-in-class potential. The lead asset IMG-007, a nondepleting anti-OX40 mAb, recently completed a Phase 2a clinical trial in atopic dermatitis. For more information, please visit www.inmagenebio.com.
About Ikena Oncology
Ikena Oncology® develops differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance. Ikena aims to utilize its depth of institutional knowledge and breadth of tools to efficiently develop the right drug using the right modality for the right patient. To learn more, visit www.ikenaoncology.com.
About IMG-007
IMG-007 is a humanized anti-OX40 IgG1 mAb, with a silenced ADCC function and an extended half-life. The OX40-OX40L axis is important in T cell activation, expansion, and survival, thereby playing an important role in the pathogenesis of a spectrum of I&I diseases. In nonclinical studies, IMG-007 potently blocked the signaling between OX40 and OX40L. IMG-007’s SC formulation has demonstrated a half-life of 34.7 days, which would enable the potential for competitive dose regimens, such as potentially Q24W dosing in the maintenance phase for atopic dermatitis treatment. In a recently completed Phase 2a trial in patients with moderate-to-severe atopic dermatitis, IMG-007 demonstrated marked and durable clinical activity and well-tolerated safety profile.
Advisors
Leerink Partners is acting as exclusive financial advisor to Ikena for the transaction and as exclusive placement agent for the Financing. Goodwin Procter LLP is serving as legal counsel to Ikena. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to the placement agent. Evercore is acting as an exclusive financial advisor to Inmagene. Cooley LLP is serving as legal counsel to Inmagene.
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed merger; Ikena’s cash position at December 31, 2023 and for subsequent periods; the combined company’s listing on Nasdaq after closing of the proposed merger; expectations regarding the ownership structure of the combined company; the anticipated timing of closing; the expected executive officers and directors of the combined company; expectations regarding the structure, timing and completion of the Financing, including investment amounts from investors, timing of closing, expected proceeds and impact on ownership structure; each company’s and the combined company’s expected cash position at closing of the proposed merger and the combined company’s cash runway following the proposed merger and the Financing; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates or platform technologies of the combined company; the executive and board structure of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the potential of Ikena stockholders and Inmagene shareholders to receive net proceeds pursuant to the CVRs; and other statements that are not historical fact. All statements other than statements of historical fact contained in this communication are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Ikena, Inmagene or the proposed transactions herein will be those that have been anticipated.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Ikena’s control. Ikena’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to closing of the proposed merger are not satisfied, including the failure to timely obtain shareholder approval for the merger agreement and the transactions contemplated thereby, if at all; (ii) uncertainties as to the timing of the consummation of the proposed merger and the ability of each of Ikena and Inmagene to consummate the proposed merger; (iii) risks related to Ikena’s ability to manage its operating expenses and its expenses associated with the proposed merger pending closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed merger; (v) the risk that as a result of adjustments to the exchange ratio, Ikena stockholders and Inmagene shareholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Ikena’s common stock relative to the value suggested by the exchange ratio; (vii) unexpected costs, charges or expenses resulting from the transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; (ix) the uncertainties associated with Inmagene’s platform technologies, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; (x) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; (xi) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xii) risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiii) risks associated with the possible failure to realize certain anticipated benefits of the proposed merger, including with respect to future financial and operating results; (xiv) risks associated with Ikena’s financial close process; (xv) the risk that the Concurrent Financing is not consummated; (xvi) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement and any agreements entered into in connection therewith; and (xvii) the possibility that holders of CVRs may never receive any proceeds therefrom. 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 periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Ikena’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC, and in other filings that Ikena makes and will make with the SEC in connection with the proposed merger, including the Proxy Statement described below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Ikena expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Ikena or Inmagene.
Participants in the Solicitation
This communication relates to the proposed merger transaction involving Ikena and Inmagene and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection with the proposed merger transaction, Ikena will file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Ikena may file with the SEC and or send to Ikena’s shareholders in connection with the proposed merger transaction. Ikena, Inmagene, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from Ikena’s shareholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of Ikena is set forth in its proxy statement, which was filed with the SEC on April 26, 2024, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IKENA ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IKENA, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U. S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Ikena with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Ikena with the SEC will also be available free of charge on Ikena’s website at www.ikenaoncology.com, or by contacting Ikena’s Investor Relations at rcohen@ikenaoncology.com.
Inmagene Contact:
Anna Vardanyan
vardanyana@inamgenebio.com
Ikena Contact:
Rebecca Cohen
rcohen@ikenaoncology.com
FAQ
What is the value of the private placement funding secured by IKNA for the Inmagene merger?
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What will be the new company name and ticker symbol after the IKNA merger?
What is IMG-007 and what makes it different from other treatments?
When will IMG-007's Phase 2b clinical trial for atopic dermatitis begin?
