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Related Party Transactions
 6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

7. Related Party Transactions

Promissory Note Receivable and CVR Liability

As discussed in Note 1, as part of the Non-OX40 Divestiture in 2025, BuyCo issued a Promissory Note to Legacy Inmagene in the amount of $8.9 million. The Promissory Note accrues interest at an annual rate of 4.61%, with interest payments due monthly in arrears, unless BuyCo elects to capitalize the interest through payment-in-kind (“PIK”) treatment during the term of the Promissory Note. No interest was received pursuant to the Promissory Note Receivable through June 30, 2026. The Promissory Note matures on the earlier of (i) the year 2035 or (ii) the date on which Legacy Inmagene declares the Promissory Note due and payable on or after the occurrence of an event of default. Additionally, in the event that BuyCo receives certain specified milestone or license payments, after the second anniversary of the Promissory Note, 50% of such proceeds must be used to prepay the outstanding balance of the Promissory Note. Any payments received by the Company under the Promissory Note from BuyCo will be distributed to Legacy Inmagene CVR holders as Legacy Inmagene CVR Payments. The Promissory Note receivable is recorded at fair value at each period end (see Note 4).

Transition Services Agreement

In connection with the Non-OX40 Divestiture, the Company entered into the Transition Services Agreement on July 25, 2025 with Miragene for the provision by Miragene of certain transitional services related to the ongoing operations of the Company’s business with respect to the IMG-007 program, which may include services related to chemistry, manufacturing and controls, regulatory affairs, clinical trial support and operations, translational science research and support, bioanalysis, pharmacovigilance (collectively, the “Miragene Services”).

The initial term of the Transition Services Agreement was six months (the “Initial Term”), with an automatic six-month renewal provision unless written notice was provided. In addition, the Company could extend the Initial Term with respect to any or all of the Miragene Services for up to an additional 12 months upon 60 days’ written notice prior to the end of the Initial Term. The Transition Services Agreement could have been terminated after the Initial Term by either party upon 60 days’ prior written notice or by Miragene after the completion by the Company of the sale or other disposition of any portion of the Company’s business, assets or properties constituting all or a majority of the IMG-007 Business (as defined in the Transition Services Agreement). On October 23, 2025, the Company provided written notice to Miragene of its election to (i) not have the Transition Services Agreement automatically renew and (ii) extend the term for an additional six months following the end of the initial term for a subset of the Miragene Services, including services related to chemistry, manufacturing and controls, translational sciences research and support. On July 25, 2026, the Transition Services Agreement terminated according to its terms.

 

During the three months ended June 30, 2026, the Company recorded research and development expense of $0.1 million and general and administrative expense of less than $0.1 million in the condensed consolidated statements of operations and comprehensive loss for services under the Transition Services Agreement. During the six months ended June 30, 2026, the Company recorded research and development expense of $0.3 million and general and administrative expense of $0.1 million in the condensed consolidated statements of operations and comprehensive loss and paid $0.2 million to Miragene for services under the Transition Services Agreement. As of June 30, 2026 and December 31, 2025, the Company had prepaid expenses of less than $0.1 million and $0.2 million, respectively, related to prepayments made under the Transition Services Agreement.

Reimbursement of Research and Development Expenses

Since July 25, 2025, the Company received reimbursement of expenses incurred for agreed upon research and development activities from a related party, where one of the Company’s board members is a partner. During the three and six months ended June 30, 2026, the Company recorded less than $0.1 million as an offset to research and development expenses in the condensed consolidated statements of operations and comprehensive loss. The Company received cash of $0.6 million for the six months ended June 30, 2026 and, as of June 30, 2026, no amounts were due. As of December 31, 2025, $0.5 million was included as a receivable in prepaid expenses and other current assets.

2026 Private Placement

On April 14, 2026, certain of the Company's stockholders owning more than 5% of the Company's stock, or entities affiliated with such stockholders, purchased pre-funded warrants to purchase up to 2,211,961 shares of voting common stock at a purchase price of $5.199 for total gross proceeds to the Company of $11.5 million (see Note 8).