IMAGENEBIO, INC. Announces Private Placement and Registration Rights Agreement

Key Highlights for Investors

• Private Placement: IMAGENEBIO, INC. entered into a Securities Purchase Agreement on April 12, 2026, with a group of investors for the sale of common stock and pre-funded warrants in a private placement (the “Private Placement”).
• Unregistered Securities: The securities issued under this agreement have not been registered under the Securities Act of 1933 and are being offered under Section 4(a)(2), exempting them from registration due to their private placement nature.
• Registration Rights Agreement: Investors in the Private Placement are granted registration rights, obligating IMAGENEBIO to file a registration statement with the SEC for the resale of the securities purchased in the agreement.
• Price Sensitive Information: The filing of a registration statement and subsequent potential public resale of these securities could impact the company’s share price due to dilution and increased liquidity.
• Exhibits Filed: The company filed the form of Pre-Funded Warrant, the Registration Rights Agreement, and the Securities Purchase Agreement as exhibits to the 8-K report.
• Emerging Growth Company: IMAGENEBIO, INC. has indicated it is an “emerging growth company” and has not opted out of the extended transition period for complying with new or revised financial accounting standards.

Details of the Transaction

The company’s Form 8-K details a significant financing event through the Private Placement. Under the Securities Purchase Agreement, IMAGENEBIO will issue shares of common stock and pre-funded warrants to select investors in exchange for capital, the specific amount of which is not disclosed in this summary. The warrants allow investors to purchase additional shares at a minimal exercise price, an incentive structure commonly used to attract investment without immediate dilution.

Registration Rights: The Registration Rights Agreement obligates IMAGENEBIO, INC. to register the resale of all shares and warrant shares issued in the Private Placement. The company must file a registration statement with the SEC within three business days following August 1, 2026, unless the company and a majority of investors agree otherwise. The registration must cover all shares received by investors, including those issuable upon exercise of the pre-funded warrants.

Effectiveness Timeline: IMAGENEBIO, INC. is required to use commercially reasonable efforts to have the registration statement declared effective by the SEC as soon as possible, but no later than the earlier of 75 calendar days from filing (if the SEC reviews) or five business days after the company is notified by the SEC that the registration statement will not be reviewed. The company must keep this registration effective for as long as the securities remain outstanding.

SEC Restrictions and Possible Dilution: If the SEC limits the number of shares that can be registered or requires investors to be named as “underwriters,” IMAGENEBIO must comply with these requirements, which could mean some securities are not immediately registered for resale. This could affect liquidity and the ability of investors to sell their shares promptly, potentially impacting share price.

Plan of Distribution: The shares may be resold by investors through a variety of methods, including:

• Ordinary brokerage transactions
• Block trades
• Privately negotiated transactions
• Short sales and hedging transactions
• Any combination of the above or other methods permitted by law

Any selling stockholder or broker-dealer may be deemed an “underwriter” under the Securities Act, and sales may impact the trading price and liquidity of IMAGENEBIO’s common stock.

Company Representations and Warranties: IMAGENEBIO, INC. affirms its good standing, valid corporate existence, and compliance with all material regulations. The company’s capitalization and financial statements are represented as accurate and compliant with GAAP, with no material adverse events reported that would affect the company’s business or financial condition.

Investor Representations: Each investor has represented that they are either a qualified institutional buyer or an accredited investor, purchasing for investment purposes and not with a view to distribution. They acknowledge the private nature of the placement and the restrictions on resale under the Securities Act.

Potential Shareholder Impact:

• Dilution Risk: Issuance of new shares and pre-funded warrants will increase the number of shares outstanding, which could dilute the holdings of current shareholders and put downward pressure on the share price.
• Liquidity Event: The eventual registration and potential public resale of a significant number of shares could increase trading volume and volatility.
• Regulatory Risk: Delays or restrictions in the registration process by the SEC could affect the timing and ability of investors to resell their shares.
• Financial Position: The capital raised is expected to strengthen the company’s balance sheet and may be used for working capital or strategic purposes, as further detailed in the company’s forward-looking statements.

Forward-Looking Statements

The report contains forward-looking statements regarding the timing and completion of the Private Placement, expected use of proceeds, and other non-historical matters. These statements are subject to significant risks and uncertainties, including market conditions, trading price volatility, and regulatory review. Actual results may differ materially from those described in the forward-looking statements.

Conclusion

The announcement of this Private Placement and Registration Rights Agreement is a material event for IMAGENEBIO, INC. investors. The transaction will result in new shares entering the market, has the potential to dilute existing shareholders, and may affect the company’s share price and trading dynamics once the securities are registered and resold. Investors should monitor future filings for additional details on the use of proceeds, registration progress, and any SEC feedback or restrictions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Forward-looking statements are subject to risks and uncertainties. Investors should consult their own advisors and review the company’s official SEC filings and public disclosures before making any investment decision.

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