| Item 1.01 | Entry into a Material Definitive Agreement |
On May 15, 2023, Ikena Oncology, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and William Blair & Company, L.L.C., as representatives of the underwriters listed on Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten registered offering (the “Offering”) of 6,110,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price of $6.550 per share, less underwriting discounts and commissions. The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264517) (the “Registration Statement”), including a base prospectus that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 5, 2022, as supplemented by a prospectus supplement dated May 15, 2023 (the “Prospectus Supplement”) that was filed with the SEC on May 15, 2023.
The Company estimates gross proceeds from the Offering, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $40,020,500 million. The Offering is expected to close on May 17, 2023, subject to the satisfaction of customary closing conditions. The Company currently expects to use the net proceeds from the Offering to further ongoing clinical development of their targeted oncology programs and advance them to clinical data read outs beyond the initial data for the monotherapy portion of the ongoing IK-930 Phase 1 clinical trial in the fourth quarter of 2023 and initial clinical data for IK-595, in addition to working capital, capital expenditures and other general corporate purposes.
TD Cowen acted as lead book-runner and William Blair & Company, L.L.C. acted as joint book-running manager, and H.C. Wainwright & Co. acted as lead manager for the Offering.
The Company made customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In addition, subject to certain exceptions, the Company, its officers and directors and certain other holders of the Company’s Common Stock have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock during the 90-day period following the date of the Prospectus Supplement.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 15, 2023, the Company issued a press release announcing its financial results for the quarter ended March 31, 2023. The Company also updated its corporate presentation. A copy of the press release and the updated corporate presentation are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The corporate presentation will also be available in the investor relations section of the Company’s website at https://www.ikenaoncology.com/.
The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
