UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm
On August 2, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of ImageneBio, Inc. (formerly Ikena Oncology, Inc.) (the “Company”) dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, with such dismissal to become effective on August 2, 2025 (the “Effective Time”).
EY’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through August 2, 2025: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreements in connection with its reports on the consolidated financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided EY with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that EY furnish the Company with a letter addressed to the SEC stating whether EY agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects, if any, in which EY does not agree with such statements. A copy of the letter from EY is filed with this Current Report on Form 8-K as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 2, 2025, upon the approval of the Audit Committee, PricewaterhouseCoopers LLP (“PwC”) was appointed as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. PwC served as the independent registered public accounting firm of Inmagene Biopharmaceuticals (“Inmagene”) prior to the consummation of the previously reported merger between Inmagene and the Company.
During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through August 2, 2025, neither the Company nor anyone acting on its behalf consulted with PwC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 16.1* | Letter from Ernst & Young LLP to the SEC dated August 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
| * | Filed herewith |
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, 2025 | By: | /s/ Kristin Yarema, Ph.D. | ||||
| Kristin Yarema, Ph.D. | ||||||
| Chief Executive Officer | ||||||