ImageneBio, Inc. Fair Value Disclosure
4. Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities measured or disclosed at fair value by level within the fair value hierarchy (in thousands) as of December 31, 2025. There were no assets or liabilities measured at fair value as of December 31, 2024.
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Fair Value Measurements as of December 31, 2025 |
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Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
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Assets |
|
|
|
|
|
|
|
|
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Money market (cash equivalents) |
$ |
34,968 |
|
$ |
34,968 |
|
$ |
— |
|
$ |
— |
|
Corporate debt securities (marketable securities) |
$ |
40,817 |
|
$ |
— |
|
$ |
40,817 |
|
$ |
— |
|
Promissory note |
$ |
7,020 |
|
$ |
— |
|
$ |
— |
|
$ |
7,020 |
|
Total assets at fair value |
$ |
82,805 |
|
$ |
34,968 |
|
$ |
40,817 |
|
$ |
7,020 |
|
|
|
|
|
|
|
|
|
|
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Liabilities |
|
|
|
|
|
|
|
|
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CVR liability |
$ |
7,020 |
|
$ |
— |
|
$ |
— |
|
$ |
7,020 |
|
Total liabilities at fair value |
$ |
7,020 |
|
$ |
— |
|
$ |
— |
|
$ |
7,020 |
|
Corporate debt securities are valued using a market approach based on prices and other relevant information generated by market transactions involving similar instruments. Valuations are obtained from third-party pricing services, which use observable inputs including benchmark yields, reported trades, broker quotes, benchmark securities, and other market-related data. As the valuations are based on observable market inputs for similar instruments, rather than quoted prices for identical instruments in active markets, these securities are classified as Level 2 within the fair value hierarchy.
The Company elected the fair value option and accordingly recorded the Promissory Note receivable at fair value at inception date and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The Company’s Promissory Note receivable is valued on a recurring basis using a probability weighted expected future payout discounted by applicable market yield of 15% and 15.2% as of July 25, 2025 (inception date) and December 31, 2025, respectively, which are Level 3 inputs.
The Company recorded a corresponding CVR liability in connection with the Promissory Note receivable, with the carrying amount equal to the fair value at inception and each period end, with changes recorded within other income (expense) on the statement of operations and comprehensive income (loss). The CVR liability and the Promissory Note have offsetting adjustments resulting from the change of their respective fair values as 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. No cash payments were made for the Promissory Note receivable or the corresponding CVR liability for the periods presented.
The following table presents the balances of the Promissory Note receivable and the corresponding CVR liability during the year ended December 31, 2025 (in thousands):
|
|
Promissory Note Receivable |
|
CVR Liability |
|
||
Beginning Balance - January 1, 2025 |
|
$ |
— |
|
$ |
— |
|
Issuance - July 25, 2025 |
|
|
6,720 |
|
|
(6,720 |
) |
Change in fair value |
|
|
300 |
|
|
(300 |
) |
Ending Balance - December 31, 2025 |
|
$ |
7,020 |
|
$ |
(7,020 |
) |
During the year ended December 31, 2025, there were no transfers into or out of Level 3.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 14, 2023 | |
| 2021 | Mar 17, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.