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    Amendment: SEC Form SCHEDULE 13D/A filed by Ikena Oncology Inc.

    7/29/25 4:53:05 PM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $IKNA alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    IMAGENEBIO, INC.

    (Name of Issuer)


    Common Stock, $0.001 par value per share

    (Title of Class of Securities)


    45175G207

    (CUSIP Number)


    Ommer Chohan, CFO
    300 Technology Square, 8th Floor,
    Cambridge, MA, 02139
    (857) 201-2700

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    07/25/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Fund X, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    241,800.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    241,800.00
    11Aggregate amount beneficially owned by each reporting person

    241,800.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.1 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    ATLAS VENTURE ASSOCIATES X, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    241,800.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    241,800.00
    11Aggregate amount beneficially owned by each reporting person

    241,800.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.1 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Associates X, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    241,800.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    241,800.00
    11Aggregate amount beneficially owned by each reporting person

    241,800.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.1 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Fund XI, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    103,494.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    103,494.00
    11Aggregate amount beneficially owned by each reporting person

    103,494.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.9 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Associates XI, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    103,494.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    103,494.00
    11Aggregate amount beneficially owned by each reporting person

    103,494.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.9 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Associates XI, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    103,494.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    103,494.00
    11Aggregate amount beneficially owned by each reporting person

    103,494.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.9 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Opportunity Fund I, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    72,885.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    72,885.00
    11Aggregate amount beneficially owned by each reporting person

    72,885.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.6 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Associates Opportunity I, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    72,885.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    72,885.00
    11Aggregate amount beneficially owned by each reporting person

    72,885.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.6 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    45175G207


    1 Name of reporting person

    Atlas Venture Associates Opportunity I, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    72,885.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    72,885.00
    11Aggregate amount beneficially owned by each reporting person

    72,885.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.6 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.001 par value per share
    (b)Name of Issuer:

    IMAGENEBIO, INC.
    (c)Address of Issuer's Principal Executive Offices:

    12526 High Bluff Drive, Suite 345, San Diego, CALIFORNIA , 92130.
    Item 1 Comment:
    Item 1 of the Statement is amended and supplemented as follows: This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 11, 2022, (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
    Item 4.Purpose of Transaction
     
    Item 4 of the Statement is hereby amended and supplemented as follows: On December 23, 2024, Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Ikena ("Merger Sub I"), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and direct wholly owned subsidiary of Ikena ("Merger Sub II"), and Inmagene Biopharmaceuticals, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "Inmagene"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub I merged with and into Inmagene, pursuant to which Merger Sub I ceased to exist and was struck off the Register of Companies by the Registrar of Companies in the Cayman Islands (the "Registrar of Companies"), with Inmagene surviving (the "Surviving Entity") such merger as a direct, wholly owned subsidiary of Ikena (the "First Merger"), and immediately after the First Merger, the Surviving Entity merged with and into Merger Sub II, pursuant to which Inmagene ceased to exist and was struck off the Register of Companies by the Registrar of Companies, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Ikena (the "Second Merger" and, collectively with the First Merger, as appropriate, the "Merger"). On July 15, 2025, Ikena held its annual meeting of Ikena stockholders at which Ikena's stockholders approved the Merger, along with a reverse stock split of Ikena's common stock to be with the final ratio to be mutually agreed to by Ikena and Inmagene. On July 25, 2025, the reverse stock split was effected at a ratio of 1-for-12, the Merger closed and Ikena changed its name to "ImageneBio, Inc." The Reporting Persons are filing this Amendment No. 1 to report the dilution of their beneficial ownership by virtue of the completion of the Merger.
    Item 5.Interest in Securities of the Issuer
    (a)
    As of the date hereof, Atlas X is the record owner of 241,800 shares of Common Stock. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of Atlas X, AVA X LP and AVA X LLC has shared voting and dispositive power over the shares held by Atlas X. As such, each of Atlas X, AVA X LP and AVA X LLC may be deemed to beneficially own the shares held by Atlas X. As of the date hereof, Atlas XI is the record owner of 103,494 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI. As of the date hereof, AVOF is the record owner of 72,885 shares of Common Stock. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP. Each of AVOF, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVOF. As such, each of AVOF, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVOF. Each of the Fund X Reporting Persons, Fund XI Reporting Persons and Opportunity Fund Reporting Persons may be deemed to beneficially own 2.1%, 0.9% and 0.6%, respectively, of the Issuer's outstanding Common Stock, which percentages are calculated based upon approximately 11,600,000 outstanding shares of Common Stock of the Issuer as of July 25, 2025, as reported in the Issuer's Current Report on Form 8-K and filed with the Securities and Exchange Commission on July 25, 2025. Collectively, the Reporting Persons beneficially own an aggregate of 418,179 shares of Common Stock, which represents 3.6% of the Issuer's outstanding Common Stock. The Fund X Reporting Persons, Fund XI Reporting Persons and the Opportunity Fund Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.
    (b)
    As of the date hereof, each of Atlas X, AVA X LP and AVA X LLC have shared voting power and shared dispositive power over 241,800 shares of Common Stock. As of the date hereof, each of Atlas XI, AVA XI LP and AVA XI LLC have shared voting power and shared dispositive power over 103,494 shares of Common Stock. As of the date hereof, each of AVOF, AVAO LP and AVAO LLC have shared voting power and shared dispositive power over 72,885 shares of Common Stock.
    (c)
    None of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days.
    (d)
    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.
    (e)
    The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on July 25, 2025 by virtue of the closing of the Merger.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 - Joint Filing Agreement

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Atlas Venture Fund X, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    ATLAS VENTURE ASSOCIATES X, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    Atlas Venture Associates X, LLC
     
    Signature:/s/ Ommer Chohan
    Name/Title:Ommer Chohan, CFO
    Date:07/29/2025
     
    Atlas Venture Fund XI, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates XI, L.P., its general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    Atlas Venture Associates XI, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    Atlas Venture Associates XI, LLC
     
    Signature:/s/ Ommer Chohan
    Name/Title:Ommer Chohan, CFO
    Date:07/29/2025
     
    Atlas Venture Opportunity Fund I, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates Opportunity I L.P., its GP, By: Atlas Venture Associates Opportunity I LLC, its GP, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    Atlas Venture Associates Opportunity I, L.P.
     
    Signature:/s/ Ommer Chohan
    Name/Title:By: Atlas Venture Associates Opportunity I LLC, its general partner, By: Ommer Chohan, its CFO
    Date:07/29/2025
     
    Atlas Venture Associates Opportunity I, LLC
     
    Signature:/s/ Ommer Chohan
    Name/Title:Ommer Chohan, CFO
    Date:07/29/2025
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    Ikena Oncology and Inmagene Biopharmaceuticals Announce Kristin Yarema, Ph.D., as Chief Executive Officer of Merged Company

    BOSTON and SAN DIEGO, July 23, 2025 (GLOBE NEWSWIRE) -- Ikena Oncology, Inc. (NASDAQ:IKNA) ("Ikena") and Inmagene Biopharmaceuticals ("Inmagene") today announced the appointment of Kristin Yarema, Ph.D. as Chief Executive Officer of ImageneBio ("Imagene"), of the combined company after the anticipated closing. "We are thrilled to welcome Dr. Yarema to the team. Kristin is bringing expertise to the team that will push the company, and our lead program, IMG-007, towards significant milestones," commented David Bonita, an Ikena director and a continuing board member of the combined company. "Her experience as a public company CEO and commercial leadership are valuable additions to this team.

    7/23/25 9:00:00 AM ET
    $IKNA
    $PSTX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Traws Pharma Announces Management Updates

    Werner Cautreels, PhD, to retire as CEO, while continuing as a Board MemberIain D. Dukes, D Phil, Executive Board Chairman, to become Interim CEO NEWTOWN, Pa., March 28, 2025 (GLOBE NEWSWIRE) -- Traws Pharma, Inc. (NASDAQ:TRAW) ("Traws Pharma", "Traws" or "the Company"), a clinical-stage biopharmaceutical company developing novel therapies to target critical threats to human health from respiratory viral diseases, today announced the retirement of Werner Cautreels, PhD, Chief Executive Officer (CEO), effective on or about close of business on March 31, 2025 after the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission. Iain D. Dukes, D Phil, will assum

    3/28/25 4:30:00 PM ET
    $IKNA
    $IOVA
    $TRAW
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Biotechnology: Pharmaceutical Preparations

    Ikena Oncology Reports Second Quarter 2024 Financial Results

    BOSTON, Aug. 08, 2024 (GLOBE NEWSWIRE) -- Ikena Oncology, Inc. (NASDAQ:IKNA, "Ikena, " "Company"))) today announced financial results for the second quarter ended June 30, 2024, and provided an update regarding its ongoing activities. Pipeline Updates Dose escalation in the Phase 1 study of IK-595 in patients with RAS and RAF mutant cancers continues, with multiple cohorts having cleared their safety evaluation period Promising early pharmacokinetics (PK) and pharmacodynamics (PD) activity has been observed, with dose dependent exposure and target modulation measured in the blood In May 2024, the Company announced the discontinuation of the IK-930 clinical program Corporate Updates In

    8/8/24 4:15:00 PM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $IKNA
    Large Ownership Changes

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    SEC Form SC 13G filed by Ikena Oncology Inc.

    SC 13G - Ikena Oncology, Inc. (0001835579) (Subject)

    11/14/24 5:05:17 PM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Amendment: SEC Form SC 13G/A filed by Ikena Oncology Inc.

    SC 13G/A - Ikena Oncology, Inc. (0001835579) (Subject)

    11/13/24 4:05:14 PM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
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    SEC Form SC 13G/A filed by Ikena Oncology Inc. (Amendment)

    SC 13G/A - Ikena Oncology, Inc. (0001835579) (Subject)

    3/11/24 8:19:04 AM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $IKNA
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    Ikena Oncology Acquires Pionyr Immunotherapeutics in All-Stock Transaction

    Ikena receives approximately $43 million in net cash at closing New capital will further accelerate and expand development of Ikena's targeted oncology pipeline BOSTON and SOUTH SAN FRANCISCO, Calif., Aug. 07, 2023 (GLOBE NEWSWIRE) -- Ikena Oncology, Inc. (NASDAQ:IKNA, "Ikena"))), a targeted oncology company forging new territory in patient-directed cancer treatment, and Pionyr Immunotherapeutics, Inc. (Pionyr), a privately-held, clinical-stage biotechnology company, today announced the closing of Ikena's acquisition of Pionyr in an all-stock transaction. Ikena acquired all of Pionyr's assets, including approximately $43 million in net cash, in exchange for shares of IKNA stock, in a com

    8/7/23 7:00:00 AM ET
    $IKNA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care