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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Imago BioSciences Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
IMGO / Imago BioSciences, Inc. Common stock / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234574-17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Imago Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) |
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| February 1, 2023 |
SC 13G/A 1 13ga2imgo.htm AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Imago BioSciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (Cusip Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Chec |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40604 Imago BioSciences, Inc. (Exact name of registrant as specified in its |
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| January 12, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Imago BioSciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (CUSIP Number) Robert Liptak Clarus Ventures, LLC 314 Main Street, 15th Floor Cambridge, MA 02142 (617) 949-2200 (Name, A |
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| January 11, 2023 |
As filed with the Securities and Exchange Commission on January 11, 2023 As filed with the Securities and Exchange Commission on January 11, 2023 Registration No. |
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| January 11, 2023 |
As filed with the Securities and Exchange Commission on January 11, 2023 As filed with the Securities and Exchange Commission on January 11, 2023 Registration No. |
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| January 11, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMAGO BIOSCIENCES, INC. FIRST: The name of the corporation is Imago BioSciences, Inc. (hereinafter, the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of its register |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 IMAGO BIOSCIENCES, INC. (Name of Subject Company — Issuer) M-INSPIRE MERGER SUB, INC., a wholly owned subsidiary of MERCK SHARP & DOHME LLC (Names of Filing Persons — Offerors) Common Stock, par value $0 |
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| January 11, 2023 |
Press release issued by Merck & Co., Inc., dated January 11, 2023. Exhibit (a)(5)(B) News Release Merck Completes Tender Offer to Acquire Imago BioSciences, Inc. |
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| January 11, 2023 |
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): January 11, 2023 Imago BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissio |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No.3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Imago BioSciences, Inc. (Name of Subject Company) Imago BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| January 11, 2023 |
Second Amended and Restated By-Laws of Imago BioSciences, Inc. dated January 11, 2023. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF IMAGO BIOSCIENCES, INC. ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directo |
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| January 11, 2023 |
As filed with the Securities and Exchange Commission on January 11, 2023 As filed with the Securities and Exchange Commission on January 11, 2023 Registration No. |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No.2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Imago BioSciences, Inc. (Name of Subject Company) Imago BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 IMAGO BIOSCIENCES, INC. (Name of Subject Company ? Issuer) M-INSPIRE MERGER SUB, INC., a wholly owned subsidiary of MERCK SHARP & DOHME LLC (Names of Filing Persons ? Offerors) Common Stock, par value $0 |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No.1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Imago BioSciences, Inc. (Name of Subject Company) Imago BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| December 12, 2022 |
Offer to Purchase, dated December 12, 2022.* EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of IMAGO BIOSCIENCES, INC. at $36.00 Per Share, in Cash by M-INSPIRE MERGER SUB, INC., a wholly owned subsidiary of MERCK SHARP & DOHME LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON JANUARY 10, 2023, UNLESS THE OFFER IS EXTENDED OR EARLIER |
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| December 12, 2022 |
Press release issued by Merck & Co., Inc., dated December 12, 2022.* EX-99.(a)(1)(F) Exhibit (a)(1)(F) News Release Merck Begins Tender Offer to Acquire Imago BioSciences, Inc. RAHWAY, N.J., Dec. 12, 2022 – Merck (NYSE: MRK), known as MSD outside of the United States and Canada, is commencing today, through a subsidiary, a cash tender offer to purchase all outstanding shares of common stock of Imago BioSciences, Inc. (Nasdaq: IMGO). On Nov. 21, 2022, Merck announce |
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| December 12, 2022 |
Exhibit 99.1 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Essential Thrombocythemia at ASH 2022 - 100% of patients treated with bomedemstat for ?24 weeks (n=62 as of October 18, 2022) achieved a platelet count in the normal range with a median time to first normal platelet count of 10 weeks - - Of 28 patients treated with bomedemstat for 48 weeks, 89% (25/2 |
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| December 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 12, 2022 Imago BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissi |
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| December 12, 2022 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of Imago BioSciences, Inc. at $36.00 Per Share in Cash Pursuant to the Offer to Purchase dated December 12, 2022 by M-Inspire Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 PM, EASTERN TIME, ON JANUARY 10, 2023, UNLE |
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| December 12, 2022 |
Summary Advertisement, dated December 12, 2022.* EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated December 12, 2022 and the related letter of transmittal and any amendments or supplements thereto. The Offer is not being made to (nor will tenders be accepted from or on beha |
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| December 12, 2022 |
Exhibit 99.2 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Advanced Myelofibrosis at ASH 2022 - As of the data cutoff of 18 October 2022, bomedemstat demonstrated spleen volume reduction in 66% (33/50) of patients and reduction in total symptom score in 65% (17/26) of patients at 24 weeks - - No patients in this Phase 2 study of bomedemstat in advanced myelo |
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| December 12, 2022 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 IMAGO BIOSCIENCES, INC. (Name of Subject Company — Issuer) M-INSPIRE MERGER SUB, INC., a wholly owned subsidiary of MERCK SHARP & DOHME LLC (Names of Filing Persons — Offerors) Common Stock, par value $0.0001 pe |
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| December 12, 2022 |
EX-99.(d)(3) Exhibit (d)(3) Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 19, 2022, is entered into by and among Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set fo |
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| December 12, 2022 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of Imago BioSciences, Inc. at $36.00 Per Share in Cash Pursuant to the Offer to Purchase dated December 12, 2022 by M-Inspire Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 PM, EASTERN TIME, ON JANUARY 10, 2023, UNLE |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Imago BioSciences, Inc. (Name of Subject Company) Imago BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (CUSIP |
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| December 12, 2022 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of IMAGO BIOSCIENCES, INC. at $36.00 per share, in cash, pursuant to the Offer to Purchase dated December 12, 2022, by M-INSPIRE MERGER SUB, INC., a wholly-owned subsidiary of MERCK SHARP & DOHME LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON JANUARY 10, 2023, |
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| December 12, 2022 |
EX-99.(d)(2) Exhibit (d)(2) AMENDED & RESTATED MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT This Amended & Restated Mutual Confidential Disclosure Agreement (this “Agreement”), effective as of the date of last signature below (the “Effective Date”), is entered into by and between Merck Sharp & Dohme LLC, successor to Merck Sharp & Dohme Corp., having an address of 126 East Lincoln Avenue, Rahway, New |
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| December 12, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table SC TO-T (Form Type) Imago BioSciences, Inc. |
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| November 21, 2022 |
Exhibit 99.5 21 November 2022 Dear Vendors and Service Providers: This morning Imago announced that the Board of Directors have agreed to enter into a definitive agreement to be acquired by Merck. Attached for your reference is a copy of the joint press release issued this morning. This deal is a testament to our innovation, science, people, and culture. Most importantly, we have, with your help, |
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| November 21, 2022 |
FORM OF TENDER AND SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 Execution Version FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 19, 2022, is entered into by and among Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set f |
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| November 21, 2022 |
Merck to Acquire Imago BioSciences, Inc. Acquisition expands Merck’s growing hematology portfolio EX-99.1 Exhibit 99.1 News Release Merck to Acquire Imago BioSciences, Inc. Acquisition expands Merck’s growing hematology portfolio RAHWAY, N.J., and SOUTH SAN FRANCISCO, Calif., November 21, 2022—Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO) today announced that the companies have entered into a definitive agreement unde |
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| November 21, 2022 |
Exhibit 99.6 Letter to Scientific Collaborators Dear : As you may not know, it has been ten years since Laura, Jennifer, Amber, Amy and I came together as Imago BioSciences to develop new medicines for the treatment of hematologic diseases. Over that decade we achieved several meaningful milestones, the most important of which is bringing bomedemstat to the cusp of a pivotal Phase 3 trial for the |
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| November 21, 2022 |
Exhibit 99.7 Imago BioSciences @imagobiorx Twitter: Today we have entered into a definitive agreement to be acquired by @Merck for a total equity value of approximately $1.35 billion. Read more in today?s pressrelease: merck.com/news/merck-to-... 8:17 AM Nov 21, 2022. Twitter Web App Merck to Acquire Imago BioSciences, Inc. IMAGBIOOCENCES Imago BioSciences Pig @imagobiorx Today we have entered int |
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| November 21, 2022 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Imago BioSciences, Inc. (Name of Subject Company) Imago BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K10 |
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| November 21, 2022 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 IMAGO BIOSCIENCES, INC. (Name of Subject Company — Issuer) M-INSPIRE MERGER SUB, INC. a wholly owned subsidiary of MERCK SHARP & DOHME LLC (Names of Filing Persons — Offerors) Common Stock, par value $0.0001 per |
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| November 21, 2022 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among MERCK SHARP & DOHME LLC, M-INSPIRE MERGER SUB, INC. and IMAGO BIOSCIENCES, INC. Dated as of November 19, 2022 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Company Actions 4 ARTICLE II THE MERGER 5 Section 2.1 The Merger 5 Section 2.2 Closing 5 Section 2.3 Effect |
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| November 21, 2022 |
Exhibit 99.3 Dear Imaginarians: Ten years ago, Laura, Jennifer, Amber, Amy and I came together as Imago BioSciences to develop new medicines for the treatment of hematologic diseases. In that time, the growing team has achieved several meaningful milestones, the most important of which is bringing bomedemstat to the cusp of a pivotal Phase 3 trial for the treatment of essential thrombocythemia. To |
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| November 21, 2022 |
Merck to Acquire Imago BioSciences, Inc. Acquisition expands Merck’s growing hematology portfolio EX-99.2 Exhibit 99.2 News Release Merck to Acquire Imago BioSciences, Inc. Acquisition expands Merck’s growing hematology portfolio RAHWAY, N.J., and SOUTH SAN FRANCISCO, Calif., November 21, 2022—Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO) today announced that the companies have entered into a definitive agreement unde |
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| November 21, 2022 |
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): November 19, 2022 Imago BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissi |
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| November 21, 2022 |
Exhibit 99.4 Letter to Clinical Investigators Dear : As you may not know, it has been ten years since Laura, Jennifer, Amber, Amy and I came together as Imago BioSciences to develop new medicines for the treatment of hematologic diseases. Over that decade we achieved several meaningful milestones, the most important of which is bringing bomedemstat to the cusp of a pivotal Phase 3 trial for the tr |
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| November 21, 2022 |
Exhibit 99.1 News Release Merck to Acquire Imago BioSciences, Inc. Acquisition expands Merck?s growing hematology portfolio RAHWAY, N.J., and SOUTH SAN FRANCISCO, Calif., November 21, 2022?Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Imago BioSciences, Inc. (?Imago?) (Nasdaq: IMGO) today announced that the companies have entered into a definitive agreement under which |
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| November 21, 2022 |
Exhibit 99.2 Dear Imago Investors: This morning Imago announced it has entered into a definitive agreement to be acquired by Merck in a transaction valued at approximately $1.35 billion. Attached for your reference is a copy of the joint press release issued this morning. Key highlights: ? Imago shareholders will receive $36 per share in cash, a premium of approximately 107% to the closing share p |
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| November 14, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )* Imago BioSciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45250K107 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telephone Number of Person |
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| November 14, 2022 |
EX-A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Imago BioSciences, Inc. |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40604 Imago |
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| November 9, 2022 |
Exhibit 99.1 Imago BioSciences Reports Third Quarter 2022 Financial Results and Provides Recent Business Updates - Data updates for Bomedemstat Phase 2 trials in Essential Thrombocythemia (ET) and Myelofibrosis (MF) to be presented at the American Society of Hematology (ASH) Annual Meeting in December 2022 - - Start-up activities for Bomedemstat pivotal Phase 3 ET and Phase 2 PV trials continuing |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2022 Imago BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissio |
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| September 1, 2022 |
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): August 29, 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 |
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| August 29, 2022 |
Imago BioSciences, Inc. Up to $150,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266963 PROSPECTUS SUPPLEMENT (To prospectus dated August 29, 2022) Imago BioSciences, Inc. Up to $150,000,000 Common Stock We have entered into an Open Market Sale AgreementSM (the ?Sales Agreement?) with Jefferies LLC (?Jefferies? or the ?Agent?) relating to the sale of shares of our common stock, $0.0001 par value per share, |
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| August 25, 2022 |
Imago BioSciences, Inc. 329 Oyster Point Blvd., 3rd Floor South San Francisco, CA 94080 Imago BioSciences, Inc. 329 Oyster Point Blvd., 3rd Floor South San Francisco, CA 94080 August 25, 2022 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jordan Nimitz Re: Imago BioSciences, Inc. Registration Statement on Form S-3 (Registration No. 333-266963) To |
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| August 18, 2022 |
As filed with the Securities and Exchange Commission on August 18, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 18, 2022 Registration No. |
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| August 18, 2022 |
Financial Statements and Exhibits, Other Events 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): August 18, 2022 Imago BioScience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commission |
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| August 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Imago BioSciences, Inc. |
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| August 18, 2022 |
EX-1.2 Exhibit 1.2 Execution Version OPEN MARKET SALE AGREEMENTSM August 18, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Imago BioSciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40604 Imago BioSc |
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| August 12, 2022 |
Consulting Agreement by and between Imago BioSciences, Inc. and Wan-Jen Hong Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?) is entered into by Imago BioSciences, Inc., a Delaware corporation (the ?Company?), and Wan-Jen Hong, an individual (the ?Consultant?), effective as of August 27, 2022 (the ?Effective Date?) with reference to the following facts: A. The Company and the Consultant have entered into a Separation Agreement as of even date h |
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| August 12, 2022 |
Separation Agreement by and between Imago BioSciences, Inc. and Wan-Jen Hong Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (the ?Agreement?) by and between Wan-Jen Hong (?Executive?) and Imago BioSciences, Inc., a Delaware corporation (the ?Company? and, together with Executive, the ?Parties?), is made effective as of the eighth (8th) day after Executive signs this Agreement (the ?Effective Date?) with reference to the following facts: A. Executive?s employme |
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| August 12, 2022 |
Exhibit 99.1 Imago BioSciences Reports Second Quarter 2022 Financial Results and Provides Recent Business Updates - Positive Data from the Ongoing Phase 2 Study of Bomedemstat in Essential Thrombocythemia (ET) Presented at European Hematology Association (EHA) Meeting 2022 - - Positive Data from the Ongoing Phase 2 Study of Bomedemstat in Advanced Myelofibrosis Presented at EHA 2022 - - First Part |
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| August 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 12, 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 |
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| June 13, 2022 |
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): June 11, 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 F |
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| June 13, 2022 |
VIRTUAL INVESTOR EVENT EHA 2022 11 June 2022 Exhibit 99.1 This presentation and the accompanying oral presentation by Imago BioSciences, Inc. (?Imago,? the ?Company,? ?we,? ?us? or similar terms) contains 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 bomedemsta |
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| June 10, 2022 |
Exhibit 99.2 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Advanced Myelofibrosis at EHA 2022 - As of the data cutoff date of 29 April 2022, in addition to improvements in the standard metrics of spleen volume reduction and symptom scores, long term treatment with bomedemstat showed: ? 52% had reductions in mutant allele frequencies, including ASXL1 ? 85% of |
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| June 10, 2022 |
Exhibit 99.1 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Essential Thrombocythemia at EHA 2022 The study completed enrollment with 73 patients in April 2022 - - As of the data cutoff of 29 April2022, bomedemstat demonstrated durability of response with 81% of patients achieving normalized platelet counts for at least 12 weeks - - 58% of patients treated wi |
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| June 10, 2022 |
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): June 10, 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 F |
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| June 6, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 1, 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 Fi |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40604 Imago BioS |
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| May 12, 2022 |
Exhibit 10.1 Michael H. Arenberg Campbell, CA Re: Employment Terms Dear Mike: Imago BioSciences, Inc., a Delaware corporation (the ?Company?), is pleased to offer you the position of Chief Operating and Business Officer, effective as of March 23, 2022 (the date you commence employment with the Company, the ?Start Date?), in which you will be responsible for such duties as are normally associated w |
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| May 12, 2022 |
Exhibit 99.1 Imago BioSciences Reports First Quarter 2022 Financial Results and Provides Recent Business Updates - Completed Type C meeting with FDA to align on study design, study population, control group and primary endpoint for planned Phase 3 essential thrombocythemia (ET) study - Enrollment completed in Phase 2 trial of bomedemstat for treatment of ET - Additional data from Phase 2 trial of |
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| May 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 12, 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 Fi |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 12, 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 Fi |
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| May 12, 2022 |
Exhibit 99.1 Imago BioSciences Announces Upcoming Presentations on Updated Data from Phase 2 Studies of Bomedemstat for the Treatment of Essential Thrombocythemia and Myelofibrosis at the 27th Congress of the European Hematology Association (EHA) for 2022 SOUTH SAN FRANCISCO, Calif., May 12, 2022? ? Imago BioSciences, Inc. (?Imago?) (Nasdaq: IMGO), a clinical stage biopharmaceutical company discov |
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| May 9, 2022 |
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): May 9, 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 Fil |
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| May 9, 2022 |
Exhibit 99.1 Imago BioSciences Announces First Participant Dosed in Investigator-Sponsored Study of Bomedemstat in Combination with Atezolizumab in Small Cell Lung Cancer SOUTH SAN FRANCISCO, Calif. May 9, 2022 ? Imago BioSciences, Inc. (?Imago?) (Nasdaq: IMGO), a clinical stage biopharmaceutical company discovering and developing new medicines for the treatment of myeloproliferative neoplasms (MP |
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| May 3, 2022 |
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): May 3, 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 Fil |
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| May 3, 2022 |
Exhibit 99.1 Imago BioSciences Announces Completion of Enrollment in Phase 2 Clinical Study of Bomedemstat in Essential Thrombocythemia Interim Data Update at European Hematology Association (EHA) meeting in June and Results from Completed Phase 2 Study Expected in Second Half of 2022 End-of-Phase 2 Meeting with U.S. Food and Drug Administration (FDA) Expected in Second Half of 2022 SOUTH SAN FRAN |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Imago BioSciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (CUSIP Number) Robert Liptak Clarus Ventures, LLC 101 Main Street, Suite 1210 Cambridge, MA 02142 (617) 949-2200 (Name, Address an |
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| March 24, 2022 |
Results of Operations and Financial Condition 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 24, 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 |
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| March 24, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Imago BioSciences, Inc. |
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| March 24, 2022 |
Amended and Restated Non-Employee Director Compensation Program. Exhibit 10.9 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Imago BioSciences, Inc. (the ?Company?) Amended and Restated Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) effective as of November 17, 2021. This Program amends, restates and supersedes in its entirety t |
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| March 24, 2022 |
Imago BioSciences Reports Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.1 Imago BioSciences Reports Fourth Quarter and Full Year 2021 Financial Results SOUTH SAN FRANCISCO, Calif., March 24, 2022 ? Imago BioSciences, Inc. (?Imago?) (Nasdaq: IMGO), a clinical stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs) and other bone marrow diseases, today reported financial results for the full year ende |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40604 Imago BioScienc |
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| March 24, 2022 |
Power of Attorney (included on the signature page of this Registration Statement). As filed with the Securities and Exchange Commission on March 24, 2022 Registration No. |
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| March 24, 2022 |
Exhibit 4.1 DESCRIPTION OF SECURITIES Imago BioSciences, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following summary describes our capital stock and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws. Because the following is only a summary, it does not conta |
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| March 23, 2022 |
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 |
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| March 23, 2022 |
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 |
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| February 14, 2022 |
13G CUSIP NO. 45250K107 Exhibit 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Imago BioSciences, Inc. Dated: February 14, 2022 OMEGA FUND VI, L.P. BY: O |
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| February 14, 2022 |
IMGO / Imago BioSciences, Inc. Common stock / Omega Fund VI, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Imago BioSciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45250K107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Imago BioSciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 45250K107 |
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| February 14, 2022 |
13G CUSIP No. 45175G108 Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person?s true and lawful attorney-in-fact, to: (1) execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the ?Reports?), |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 12, 2022 |
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): January 12, 2022 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissio |
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| December 13, 2021 |
Exhibit 99.1 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Advanced Myelofibrosis at ASH 2021 - Bomedemstat continues to be generally well-tolerated - - Bomedemstat demonstrated encouraging and distinct clinical benefit to patients with advanced myelofibrosis? - Data highlights rationale for bomedemstat as potential MF mono- or combination-therapy - - Phase |
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| December 13, 2021 |
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): December 11, 2021 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissi |
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| December 13, 2021 |
Disclosures Palandri, F. ? Nothing to disclose Bomedemstat is an investigational drug has not yet been approved by the US Food and Drug Administration and is only available through clinical trial participation Abstract #386: Bomedemstat in ET Exhibit 99.4 Phase 2 Study of the LSD1 Inhibitor IMG-7289 (Bomedemstat) for the Treatment of Essential Thrombocythemia (ET) Francesca Palandri, MD, PhD1*, Da |
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| December 13, 2021 |
VIRTUAL INVESTOR EVENT ASH 2021 December 2021 Exhibit 99.5 This presentation and the accompanying oral presentation by Imago BioSciences, Inc. (?Imago,? the ?Company,? ?we,? ?us? or similar terms) contains 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 bomedemst |
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| December 13, 2021 |
Exhibit 99.3 Imago BioSciences Presents Positive Data from Ongoing Phase 2 Study of Bomedemstat in Essential Thrombocythemia at ASH 2021 - Expanded Phase 2 data set continues to provide compelling rationale for move to registrational clinical program - - Bomedemstat demonstrated durable clinical improvement in patients with ET who failed at least one standard therapy (usually hydroxyurea)? - Bomed |
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| December 13, 2021 |
Abstract #139: Bomedemstat in MF Disclosures Gill H ? Nothing to disclose Bomedemstat is an investigational drug that has not yet been approved by the US Food and Drug Administration and is only available through clinical trial participation Exhibit 99. |
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| November 19, 2021 |
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): November 17, 2021 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commissi |
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| November 19, 2021 |
Imago BioSciences Appoints Laurie Keating to Board of Directors Exhibit 99.1 Imago BioSciences Appoints Laurie Keating to Board of Directors SOUTH SAN FRANCISCO, Calif., November 18, 2021 ? 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 Laurie Keating to its Board of Directors on November 17, 2021. K |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Imago BioSciences, Inc. Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Imago BioSciences, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40604 45-4915810 (State or Other Jurisdiction of Incorporation) |
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| November 10, 2021 |
Separation Agreement by and between Imago BioSciences, Inc. and Matthew Plunkett, Ph.D. Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) by and between Matthew Plunkett (“Executive”) and Imago Biosciences, Inc. (the “Company”) (together referred to as the "Parties"), is made with reference to the following facts: A. WHEREAS, Executive is Chief Financial Officer of the Company and was employed pursuant to the terms o |
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| November 10, 2021 |
Imago BioSciences Reports Third Quarter 2021 Financial Results and Provides Recent Business Updates EX-99.1 2 d253565dex991.htm EX-99.1 Exhibit 99.1 Imago BioSciences Reports Third Quarter 2021 Financial Results and Provides Recent Business Updates SOUTH SAN FRANCISCO, Calif. – November 10, 2021 – Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO), a clinical-stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs), today reported financial |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40604 Imago |
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| September 30, 2021 |
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): September 28, 2021 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commiss |
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| August 19, 2021 |
Imago BioSciences Reports Second Quarter 2021 Financial Results and Provides Recent Business Updates EX-99.1 2 d147072dex991.htm EX-99.1 Exhibit 99.1 Imago BioSciences Reports Second Quarter 2021 Financial Results and Provides Recent Business Updates SOUTH SAN FRANCISCO, Calif. – August 19, 2021 – Imago BioSciences, Inc. (“Imago”) (Nasdaq: IMGO), a clinical stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs), today reported financial |
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| August 19, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Imago BioSciences, Inc. Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 Imago BioSciences, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40604 45-4915810 (State or Other Jurisdiction of Incorporation) (C |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40604 Imago BioSc |
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| July 30, 2021 |
EX-99.1 2 tm2123711d5ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Imago Biosciences, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Excha |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Imago Biosciences, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (CUSIP Number) J |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Imago BioSciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45250K107 (CUSIP Number) Robert Liptak Clarus Ventures, LLC 101 Main Street, Suite 1210 Cambridge, MA 02142 (617) 949-2200 (Name, Address and |
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| July 30, 2021 |
EX-99.A 2 d190730dex99a.htm EX-99.A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder |
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| July 30, 2021 |
Exhibit C Lock-up Agreement July 2, 2021 JEFFERIES LLC COWEN AND COMPANY, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Stifel, Nicolaus & Company, Incorporated 787 Seventh Avenue, 11th Floor New York, New York 10019 and c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 RE: Imago BioSciences, Inc. |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 27, 2021 |
JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) EX-99.1 2 tm2122892d1ex99-1.htm EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity |
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| July 26, 2021 |
Financial Statements and Exhibits, Other Events 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 26, 2021 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commission F |
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| July 26, 2021 |
Imago BioSciences, Inc. Announces Exercise of Underwriters’ Option to Purchase Additional Shares Exhibit 99.1 Imago BioSciences, Inc. Announces Exercise of Underwriters? Option to Purchase Additional Shares SOUTH SAN FRANCISCO, Calif. ? July 26, 2021 ? Imago BioSciences, Inc. (?Imago?) (NASDAQ: IMGO), a clinical stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs), today announced that in connection with its previously announced pu |
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| July 21, 2021 |
EX-99.A 2 d298623dex99a.htm EX-99.A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Imago BioSciences, Inc. Date: July 21, 2021 FRAZIER HEALTHCARE V |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Imago BioSciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45250K107 (CUSIP Number) Steve R. Bailey Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telephone |
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| July 21, 2021 |
As filed with the Securities and Exchange Commission on July 20, 2021 As filed with the Securities and Exchange Commission on July 20, 2021 Registration No. |
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| July 20, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Imago BioSciences, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the S |
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| July 20, 2021 |
Imago BioSciences, Inc. Announces Closing of $134.4 Million Initial Public Offering Exhibit 99.1 Imago BioSciences, Inc. Announces Closing of $134.4 Million Initial Public Offering SOUTH SAN FRANCISCO, Calif. – July 20, 2021 – Imago BioSciences, Inc. (“Imago”) (NASDAQ: IMGO), a clinical stage biopharmaceutical company discovering new medicines for the treatment of myeloproliferative neoplasms (MPNs), today announced the closing of $134.4 million in gross proceeds from its previou |
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| July 20, 2021 |
Exhibit 3.2 Amended and Restated Bylaws of Imago BioSciences, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 4 1.1 Registered Office 4 1.2 Other Offices 4 Article II - Meetings of Stockholders 4 2.1 Place of Meetings 4 2.2 Annual Meeting 4 2.3 Special Meeting 4 2.4 Advance Notice Procedures for Business Brought before a Meeting 5 2.5 Advance Notice Procedures fo |
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| July 20, 2021 |
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 20, 2021 IMAGO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40604 45-4915810 (State or other jurisdiction of incorporation) (Commission F |
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| July 16, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(4) Registration Nos. 333-257419 and 333-257935 8,400,000 shares Common Stock This is an initial public offering of shares of common stock of Imago BioSciences, Inc. We are offering 8,400,000 shares of our common stock. Prior to this offering, there has been no public market for the common stock. The initial public offering price is $16.00 per share o |
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| July 15, 2021 |
As filed with the Securities and Exchange Commission on July 15, 2021 As filed with the Securities and Exchange Commission on July 15, 2021 Registration No. |
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| July 13, 2021 |
Amended and Restated Certificate of Incorporation, as amended, currently in effect. Exhibit 3.2 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Imago BioSciences, Inc. and the original Certificate of Incorporation was filed with the Secretary of State |
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| July 13, 2021 |
As filed with the Securities and Exchange Commission on July 13, 2021. Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 13, 2021. Registration No. 333-257419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Imago BioSciences, Inc. (Exact name of Registrant as specified in its charter) Delaware 2834 45-491 |
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| July 13, 2021 |
Imago BioSciences, Inc. 329 Oyster Point Blvd., 3rd Floor South San Francisco, California 94080 Imago BioSciences, Inc. 329 Oyster Point Blvd., 3rd Floor South San Francisco, California 94080 July 13, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Chris Edwards Angela Connell Dillon Hagius Li Xiao Re: Imago BioSciences, Inc. Registration Statement on Form S-1 (Registration No |
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| July 13, 2021 |
Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Stifel, Nicolaus & Company, Incorporated 787 Seventh Avenue, 11th Floor New York, New York 10019 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 July 13, 2021 VIA EDGAR U. |
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| July 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Imago BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 45-4915810 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N |
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| July 12, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [?] Shares of Common Stock Imago BioSciences, Inc. UNDERWRITING AGREEMENT [?], 2021 JEFFERIES LLC COWEN AND COMPANY, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue New York, New York 10022 c/o STIFEL, NICOL |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Amy E. Tapper. Exhibit 10.8 Amy E. Tapper. Ph.D. ### 11 October 2013 Dear Amy: On behalf of Imago BioSciences, Inc. (the ?Company?), I am very pleased to offer you the full time position of Senior Vice President, Pre-Clinical & CMC. I think this will be an exciting opportunity for all of us and an important chance for you to take on much greater responsibility commensurate with your dedication, experience and sk |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Jennifer Peppe. Exhibit 10.7 Jennifer Peppe ### 11 October 2013 Dear Jennifer: On behalf of Imago BioSciences, Inc. (the ?Company?), I am very pleased to offer you the full time position of Senior Vice President, Clinical Operations. I think this will be an exciting opportunity for all of us and an important chance for you to take on much greater responsibility commensurate with your dedication, experience and sk |
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| July 12, 2021 |
Form of Indemnification Agreement for directors and officers. Exhibit 10.11 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , 2021 by and between Imago BioSciences, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors / an officer] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and |
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| July 12, 2021 |
Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan. Exhibit 10.3(b) IMAGO BIOSCIENCES, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Imago BioSciences, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Company?s Common Stock (the ?Shares?), se |
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| July 12, 2021 |
Form of Common Stock Certificate. Exhibit 4.2 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 45250K 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Imago BioSciences, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Matthew Plunkett. Exhibit 10.9 Matthew J. Plunkett, PhD ### 31 December 2020 Re: Employment Terms Dear Matt: Imago BioSciences, Inc., a Delaware corporation (the ?Company?), is pleased to offer you the position of Chief Financial Officer, effective as of 1 January 2021 (the date you commence employment with the Company, the ?Start Date?), in which you will be responsible for such duties as are normally associated w |
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| July 12, 2021 |
2021 Employee Stock Purchase Plan. Exhibit 10.4 IMAGO BIOSCIENCES, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists |
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| July 12, 2021 |
Non-Employee Director Compensation Program. Exhibit 10.10 IMAGO BIOSCIENCES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Imago BioSciences, Inc. (the ?Company?) Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and shall be effective upon the closing of the Company?s initial public offering of its common stock (the ?IPO?). Capitalized terms not ot |
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| July 12, 2021 |
Exhibit 10.3(a) IMAGO BIOSCIENCES, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases h |
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| July 12, 2021 |
Form of Restricted Stock Unit Award Grant Notice under the 2021 Incentive Award Plan. Exhibit 10.3(c) IMAGO BIOSCIENCES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Imago BioSciences, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an award of restricted stock units (?Restricted Stock Units? or ?RSUs?). Eac |
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| July 12, 2021 |
Form of Amended and Restated Certificate of Incorporation, effecting a stock split. Exhibit 3.2 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Imago BioSciences, Inc. and the original Certificate of Incorporation was filed with the Secretary of State |
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| July 12, 2021 |
Exhibit 3.5 Amended and Restated Bylaws of Imago BioSciences, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures fo |
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| July 12, 2021 |
As filed with the Securities and Exchange Commission on July 12, 2021. Table of Contents As filed with the Securities and Exchange Commission on July 12, 2021. |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Laura G. Eichorn. Exhibit 10.6 March 1, 2013 Laura G Eichorn ### Subject: Offer of Employment Dear Ms. Eichorn: I am pleased to offer you a position with Imago BioSciences, Inc., a Delaware corporation, (the ?Company?) as Chief Operating Officer beginning on April 1, 2013. This offer will expire if not accepted on or before March 15, 2013 (although we may extend that expiration date at our discretion). The terms an |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Wan-Jen Hong. Exhibit 10.12 Wan-Jen Hong, M.D. ### ### May 10, 2021 Re: Employment Terms Dear Wan-Jen Imago BioSciences, Inc., a Delaware corporation (the ?Company?), is pleased to offer you the position of Chief Medical Officer, effective as of May 24, 2021 (the date you commence employment with the Company, the ?Start Date?), in which you will be responsible for such duties as are normally associated with suc |
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| July 12, 2021 |
Exhibit 3.3 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Imago BioSciences, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the S |
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| July 12, 2021 |
Private Placement Purchase Agreement between Imago BioSciences, Inc. and Pfizer Inc. Exhibit 10.14 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (?Agreement?) is made as of July 9, 2021 (the ?Effective Date?), by and between Imago Biosciences, Inc., a Delaware corporation (the ?Company?), and Pfizer Inc., a Delaware corporation (the ?Investor?). RECITALS WHEREAS, the Company and the Investor are parties to that certain Information Rights Agreement, dated as |
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| July 12, 2021 |
Employment Agreement by and between Imago BioSciences, Inc. and Hugh Y. Rienhoff, Jr. Exhibit 10.5 Hugh Young Rienhoff, Jr. ### ### July 31, 2014 Re: Employment Terms Dear Hugh: Imago BioSciences, Inc., a Delaware corporation (the ?Company?), is pleased to offer you the position of President and Chief Executive Officer, in which you will be responsible for such duties as are normally associated with such positions and such other duties as shall be assigned by the Board of Directors |
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| July 12, 2021 |
Form of Change of Control and Severance Agreement for officers. Exhibit 10.13 IMAGO BIOSCIENCES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between [ ] (?Executive?) and Imago BioSciences, Inc. (the ?Company?). This Agreement shall become effective as of the closing of the initial public offering of the Company?s common stock (the ?Effective Date?). R E C I T A |
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| June 25, 2021 |
Exhibit 10.1 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT November 12, 2020 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 4 1.3 Company Registration 5 1.4 Obligations of the Company 6 1.5 Furnish Information 7 1.6 Expenses of Registration 7 1.7 Delay of Registration 8 1.8 Indemnification 8 1.9 Reports Under Exchange Act 1 |
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| June 25, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on June 25, 2021. |
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| June 25, 2021 |
Exhibit 3.4 BYLAWS OF IMAGO BIOSCIENCES, INC. (a Delaware corporation) Adopted as of March 28, 2012 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 Section 1. NAME 1 Section 2. PRINCIPAL AND BUSINESS OFFICES 1 Section 3. REGISTERED AGENT AND OFFICE 1 Section 4. PLACE OF KEEPING CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 Section 1. ANNUAL MEETING 1 Section 2. SPECIAL MEETING 1 Secti |
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| June 25, 2021 |
2012 Equity Incentive Plan, as amended. Exhibit 10.2(a) AMENDED AND RESTATED IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN Adopted October 31, 2012 Amended and Restated November 12, 2020 1. Purposes of the Plan. The purposes of the Imago BioSciences, Inc. 2012 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Direct |
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| June 25, 2021 |
Form of Stock Option Agreement under 2012 Equity Incentive Plan. Exhibit 10.2(b) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (the ?Optionee?), an option to purchase the number of shares of the Company?s Common Stock set forth below (th |
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| June 25, 2021 |
140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES June 25, 2021 Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mi |
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| June 25, 2021 |
Form of Early Exercise Stock Option Agreement under 2012 Equity Incentive Plan. Exhibit 10.2(c) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Early Exercise Permitted Pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (the ?Optionee?), an option to purchase the number of shares of the Company?s Common |
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| June 25, 2021 |
Amended and Restated Certificate of Incorporation, as amended, currently in effect. Exhibit 3.1 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Imago BioSciences, Inc. and the original Certificate of Incorporation was filed with the Secretary of State |
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| June 25, 2021 |
Exhibit 10.2(d) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT Pursuant to its 2012 Equity Incentive Plan (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the Purchaser listed below (?Purchaser?), the right to purchase the number of shares of the Company?s Common Stock set f |
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| May 19, 2021 |
IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 12, 2020 Exhibit 10.1 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT November 12, 2020 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 4 1.3 Company Registration 5 1.4 Obligations of the Company 6 1.5 Furnish Information 7 1.6 Expenses of Registration 7 1.7 Delay of Registration 8 1.8 Indemnification 8 1.9 Reports Under Exchange Act 1 |
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| May 19, 2021 |
IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Exhibit 10.2(b) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (the ?Optionee?), an option to purchase the number of shares of the Company?s Common Stock set forth below (th |
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| May 19, 2021 |
IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Imago BioSciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Imago BioSciences, Inc. and the original Certificate of Incorporation was filed with the Secretary of State |
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| May 19, 2021 |
BYLAWS IMAGO BIOSCIENCES, INC. (a Delaware corporation) Adopted as of March 28, 2012 Exhibit 3.4 BYLAWS OF IMAGO BIOSCIENCES, INC. (a Delaware corporation) Adopted as of March 28, 2012 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 Section 1. NAME 1 Section 2. PRINCIPAL AND BUSINESS OFFICES 1 Section 3. REGISTERED AGENT AND OFFICE 1 Section 4. PLACE OF KEEPING CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 Section 1. ANNUAL MEETING 1 Section 2. SPECIAL MEETING 1 Secti |
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| May 19, 2021 |
Exhibit 10.2(d) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT Pursuant to its 2012 Equity Incentive Plan (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the Purchaser listed below (?Purchaser?), the right to purchase the number of shares of the Company?s Common Stock set f |
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| May 19, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 18, 2021. |
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| May 19, 2021 |
Exhibit 10.2(a) AMENDED AND RESTATED IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN Adopted October 31, 2012 Amended and Restated November 12, 2020 1. Purposes of the Plan. The purposes of the Imago BioSciences, Inc. 2012 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Direct |
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| May 19, 2021 |
Exhibit 10.2(c) IMAGO BIOSCIENCES, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Early Exercise Permitted Pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the ?Plan?), Imago BioSciences, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (the ?Optionee?), an option to purchase the number of shares of the Company?s Common |
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| May 18, 2021 |
140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh May 18, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mil |
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| April 5, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 5, 2021. |
