8-K

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): July 15, 2025

IKENA ONCOLOGY, 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.)


Ikena Oncology, Inc.
645 Summer Street, Suite 101, Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 273-8343

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

IKNA

The Nasdaq Global 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2025 Equity Incentive Plan

At the annual meeting of the stockholders of Ikena Oncology, Inc. (“Ikena”) held on July 15, 2025 (the “Annual Meeting”), Ikena’s stockholders considered and approved the 2025 Equity Incentive Plan (the “2025 Plan”), which will become effective on the date immediately following the date of the consummation of the Merger (as defined below) and is contingent on the completion of the Merger.

Initially, the number of shares of the common stock of the surviving corporation of the Merger (the “Combined Company”) available for grant under the 2025 Plan will equal the sum of: (i) new shares of common stock in an amount equal to 10% of the total number of shares of the Combined Company’s capital stock outstanding on the effective date of the 2025 Plan, plus (ii) the shares of common stock subject to outstanding stock awards granted under the 2021 Stock Incentive Plan that, on or after the 2025 Plan becomes effective, (A) expire or otherwise terminate prior to exercise or settlement; (B) are not issued because the stock award or any portion thereof is settled in cash; (C) are forfeited or repurchased because of the failure to vest; or (D) are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price if any, as such shares becomes available from time to time. In addition, the share reserve is subject to automatic annual increases each January 1 for a period of ten years commencing January 1, 2026 and ending on (and including) January 1, 2035, of 5% of the total number of shares of the Combined Company’s common stock outstanding on the last day of the preceding year; provided, that the Combined Company’s board of directors may determine that the increase for a year may be a lesser number and, provided further, that the maximum number of shares to be issued pursuant to the exercise of incentive stock options is 3,419,172 shares.

A more complete summary of the terms of the 2025 Plan is set forth in Ikena’s proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2025 (as amended or supplemented thereafter) (the “Proxy Statement/Prospectus”) and first mailed to Ikena’s stockholders on June 11, 2025, under the section titled “Proposal 5 - The 2025 Plan Proposal” and is incorporated by reference herein. That summary and the foregoing description of the 2025 Plan do not purport to be complete and are qualified in their entirety by reference to the text of the 2025 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 hereto and is incorporated herein by reference.

2025 Employee Stock Purchase Plan

At the Annual Meeting, Ikena’s stockholders considered and approved the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) which will become effective on the date immediately following the date of the consummation of the Merger and is contingent on the completion of the Merger. The number of shares of common stock reserved for

issuance under the 2025 ESPP will be equal to 1% of the total number of shares of the Combined Company’s capital stock outstanding on the effective date of the 2025 ESPP. In addition, the share reserve is subject to automatic annual increases each January 1 for a period of ten years commencing January 1, 2026 and ending on (and including) January 1, 2035, by the lesser of (a) 1% of the total number of shares of the Combined Company’s capital stock outstanding on December 31 of the preceding calendar year, and (b) 227,944 shares of the Combined Company’s common stock; provided, that the Combined Company’s board of directors may determine that the increase for a year may be a lesser number or that there will be no increase. A more complete summary of the terms of the 2025 ESPP is set forth in the Proxy Statement/Prospectus under the section titled “Proposal 6 - The ESPP Proposal” and is incorporated by reference herein. That summary and the foregoing description of the 2025 ESPP do not purport to be complete and are qualified in their entirety by reference to the text of the 2025 ESPP, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders

At the Annual Meeting, Ikena’s stockholders voted on the proposals set forth below some of which relate to the Agreement and Plan of Merger, dated as of December 23, 2024 (the “Merger Agreement”), by and among Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a 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 a 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 (“Inmagene”), providing for the merger of Merger Sub I with and into Inmagene, with Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequent merger of the surviving entity of the First Merger with and into Insight Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (such transaction, the “Second Merger” and, collectively with the First Merger, as appropriate, the “Merger”). The proposals are described in detail in Ikena’s Proxy Statement/Prospectus. The final voting results regarding each proposal are set forth below. There were 41,889,525 shares of common stock of Ikena, par value $0.001 per share (“Ikena common stock,”) outstanding and entitled to vote on May 22, 2025, the record date for the Annual Meeting, and 38,237,401 shares of Ikena common stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum.

Proposal No. 1. Approval of the issuance of shares of Ikena common stock to (i) the securityholders of Inmagene, pursuant to the terms of the Merger Agreement, and (ii) certain investors in the Ikena concurrent financing (as defined in the Proxy Statement/Prospectus), pursuant to the terms of the subscription agreements, which will (a) represent more than 20% of the shares of Ikena common stock outstanding immediately prior to the Merger and (b) result in the change of control of Ikena, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.


For	Against	Abstain	Broker Non-Votes
18,201,052	17,001,465	1,038	3,033,846

SEC Form 8-K filed by Ikena Oncology Inc.