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): March 23, 2022

IMAGO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40604	45-4915810
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

329 Oyster Point Blvd., 3rd Floor

South San Francisco, California 94080

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 529-5055

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, par value $0.0001 per share	IMGO	The Nasdaq Stock Market LLC

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.

On March 23, 2022, the Board of Directors (the “Board”) of Imago BioSciences, Inc. (the “Company”) appointed Laura G. Eichorn as Chief Financial Officer, effective immediately. Ms. Eichorn, age 50, has served as the Company’s Chief Operating Officer since its founding in March 2012 and also has served as the Company’s Interim Chief Financial Officer since September 2021. In connection with her appointment as Chief Financial Officer, she will no longer serve as Chief Operating Officer. There are no changes to Ms. Eichorn’s compensation in connection with this appointment, however the Company entered into a new employment agreement with Ms. Eichorn to memorialize this appointment.

Also on March 23, 2022, the Board appointed Michael Arenberg as the Company’s Chief Operating and Business Officer, effective immediately.

Prior to joining the Company, Mr. Arenberg, age 52, held various positions at Durect Corporation, a publicly traded pharmaceutical company, since 1999, including Chief Financial Officer from October 2018 to March 2022 and Senior Vice President, Corporate and Business Development from January 2012 to October 2018. Mr. Arenberg holds a B.A. in Communications from the University of Colorado, a J.D. from the University of Denver and an MBA from the Leavey School of Business at Santa Clara University.

In connection with Mr. Arenberg’s appointment as Chief Operating and Business Officer, the Company and Mr. Arenberg have entered into an offer letter (the “Offer Letter”), pursuant to which Mr. Arenberg will receive an annual base salary of $425,000 and will have a target bonus opportunity of 40% of his base salary. The Offer Letter also provides for the Company to grant Mr. Arenberg an option under the Imago BioSciences, Inc. 2021 Incentive Award Plan to purchase 371,000 shares of the Company’s common stock. Twenty-five percent of the shares underlying the option will vest on March 23, 2023 with the remainder vesting in equal amounts each month through March 23, 2026, subject to Mr. Arenberg’s continued service with vesting accelerated upon certain terminations of his employment as described below.

Under the Offer Letter, if Mr. Arenberg’s employment is terminated by the Company for other than cause or by him for good reason, in each case, as defined in the Offer Letter, then, subject to his timely delivery to the Company of a release of claims, he is entitled to receive nine months’ of his base salary and continued healthcare coverage. In addition, the vesting of each outstanding option and other equity award held by Mr. Arenberg will accelerate as to the number of shares that would have vested had his employment continued through the six-month anniversary of his termination of employment, provided, that if such termination occurs within the period commencing three months prior to a change in control and ending on the first anniversary of the change in control, the vesting of all of his outstanding options and other equity awards will accelerate in full.

In addition, Mr. Arenberg will enter into the Company’s standard indemnification and advancement agreement for directors and executive officers, the form of which was filed as Exhibit 10.11 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 12, 2021.

Each of Mr. Arenberg and Ms. Eichorn does not have a family relationship with any of the executive officers or directors of the Company. There are no transactions in which Mr. Arenberg or Ms. Eichorn had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

ITEM 7.01 Regulation FD Disclosure.

On March 23, 2022, the Company issued a press release announcing the appointment of Ms. Eichorn as Chief Financial Officer and Mr. Arenberg as Chief Operating and Business Officer. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated March 23, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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.

	IMAGO BIOSCIENCES, INC.
Date: March 23, 2022	By:	/s/ Hugh Y. Rienhoff, Jr., M.D.
		Hugh Y. Rienhoff, Jr., M.D.
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Imago BioSciences Appoints Michael Arenberg to Chief Operating and Business Officer

- Mr. Arenberg brings over 25 years of experience in the biopharmaceutical industry –

SOUTH SAN FRANCISCO, Calif. March 23, 2022 Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO), a clinical stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs), today announced the appointment of Michael Arenberg to Chief Operating and Business Officer. Mr. Arenberg is a distinguished biopharmaceutical executive who will be charged with leading strategic operations, investor relations, commercial development and business development of Imago.

“I welcome Mike to Imago with great enthusiasm at this important stage of company development,” said Hugh Young Rienhoff, Jr., M.D., Chief Executive Officer of Imago BioSciences. “His extensive experience negotiating strategic collaborations and in a variety of strategic financial and operational roles will prove invaluable as we progress bomedemstat into Phase 3 clinical development and beyond.”

“I am excited to be joining Imago at this pivotal time for the company as it advances development of bomedemstat, its very promising proprietary LSD1 inhibitor,” said Mr. Arenberg. “The Company has already generated impressive clinical data for bomedemstat, demonstrating favorable clinical responses in high-risk patients suffering from essential thrombocythemia and myelofibrosis, two chronic bone marrow cancers where high-risk patients are in great need of new therapies.”

Michael Arenberg is an experienced executive with over 25 years of experience within the biopharmaceutical, healthcare and medical device industries. Prior to joining Imago, Mr. Arenberg spent 22 years at DURECT Corporation where he most recently served for the past three plus years as the company’s Chief Financial Officer. Before being appointed CFO, Mr. Arenberg held roles with increasing responsibilities including as Senior Vice President of Corporate and Business Development. His responsibilities at DURECT included negotiating and closing a number of significant strategic collaborations and transactions, overseeing all financial and capital market activities, public relations and investor relations, strategic planning, and oversight of several operational groups. Mr. Arenberg began his career as a co-founder of IntraEAR, Inc., a drug delivery medical device company, which was sold to DURECT after 5 years of operation.

Mr. Arenberg earned a law degree from University of Denver, Sturm College of Law, and an MBA from Santa Clara University.

Today, Imago also confirmed Laura G. Eichorn, previously Chief Operating Officer and Interim Chief Financial Officer, as the Chief Financial Officer of Imago. Ms. Eichorn is a co-Founder of Imago BioSciences who has more than 25 years of operational experience spanning finance, operations, human resources, and communications.

About Imago BioSciences

Imago BioSciences is a clinical-stage biopharmaceutical company discovering and developing novel small molecule product candidates that target lysine-specific demethylase 1 (LSD1), an enzyme that plays a central role in the production of blood cells in the bone marrow. Imago is focused on improving the quality and length of life for patients with cancer and bone marrow diseases. Bomedemstat, an orally available, small molecule inhibitor of LSD1, is the lead product candidate discovered by Imago for the treatment of certain myeloproliferative neoplasms (MPNs), a family of related, chronic cancers of the bone marrow. Imago is evaluating Bomedemstat as a potentially disease-modifying therapy in two Phase 2 clinical trials for the treatment of essential thrombocythemia (NCT04254978) and myelofibrosis (NCT03136185). Bomedemstat has U.S. FDA Orphan Drug and Fast Track Designation for the treatment of ET and MF, European Medicines Agency (EMA) Orphan Designation for the treatment of ET and MF, and PRIority MEdicines (PRIME) Designation by the EMA for the treatment of MF. The company is based in South San Francisco, California.

To learn more visit www.imagobio.com, www.myelofibrosisclinicalstudy.com,

www.etclinicalstudy.com and follow us on Twitter @ImagoBioRx, Facebook and LinkedIn.

Forward Looking Statements

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “may,” “will,” “should,” “expect,” “believe” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements.

These statements may relate to, but are not limited to, the results, conduct, progress and timing of Imago clinical trials, the regulatory approval path for bomedemstat, including a registrational clinical program or review of the Phase 3 Protocol and plans for future operations, as well as assumptions relating to the foregoing. Forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include: our ability to enroll patients in clinical trials, delays in clinical trials or an inability to successfully conduct or complete clinical trials on expected timelines or at all, the occurrence of harmful side effects or other characteristics that indicate bomedemstat does not meet applicable regulatory criteria, changes in the market for bomedemstat that impact its commercial attractiveness, our ability to produce bomedemstat in commercial quantities at an acceptable cost, and other risks related to the regulatory approval path for bomedemstat and our ability to receive regulatory approval for bomedemstat and commercialize bomedemstat. You should not put undue reliance on any forward-looking statements. Forward looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all.

Except as required by law, Imago does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

INVESTORS

Laurence Watts

Gilmartin Group, LLC.

laurence@gilmartinir.com

MEDIA

Will Zasadny

Canale Communications

will.zasadny@canalecomm.com

XML

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Document Type	8-K
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Entity Registrant Name	IMAGO BIOSCIENCES, INC.
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Entity Tax Identification Number	45-4915810
Entity Address, Address Line One	329 Oyster Point Blvd.
Entity Address, Address Line Two	3rd Floor
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