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IGM Biosciences, Inc. Form 8-K: Current report

IGM Biosciences, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2025-08-14: Form 8-K; Period of report 2025-08-14; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
  • 2025-07-01: Form 8-K; Period of report 2025-07-01; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2025-06-11: Form 8-K; Period of report 2025-06-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
  • 2025-05-29: Form 8-K; Period of report 2025-05-23; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2025-08-148-K2025-08-142.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year2.01 As previously disclosed by IGM Biosciences, Inc. (the “Company” or “IGM”) in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2025, the Company entered into an Agreement and Plan of Merger, dated as of July 1, 2025 (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
3.03 The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, each of Mary Beth Harler, M.D., Michael Lee, M. Kathleen Behrens, Ph.D., Julie Hambleton, M.D., Christina Teng Topsøe, Jakob Haldor Topsøe, Felix J. Baker, Ph.D., William Strohl, Ph.D., and Elizabeth H.Z. Thompson, Ph.D., resigned from the board of directors of the Company.
5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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2025-07-018-K2025-07-011.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
5.02 In connection with the transactions contemplated by the Merger Agreement, on July 1, 2025, (1) the employment of Misbah Tahir, the Company’s Chief Financial Officer, has been terminated effective as of August 1, 2025; (2) the employment of Steven Weber, the Company’s Senior Vice President, Corporate Controller and Principal Accounting Officer, has been terminated effective as of July 11, 2025; and (3) the employment of Lisa L. Decker, the Company’s Chief Business Officer, has been terminated effective as of August 1, 2025.
7.01 On July 1, 2025, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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2025-06-118-K2025-06-063.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On June 6, 2025, IGM Biosciences, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Select Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).igms-20250606.htm
2025-05-298-K2025-05-231.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
1.02 On May 23, 2025, IGM Biosciences, Inc. (the “Company”) entered into a Second Amendment to Lease (the “Agreement”) with Real Property Investments, LLC, a Colorado limited liability company (“Landlord”) with respect to the Company’s lease (the “Lease”) of its headquarters at 325 East Middlefield Road, Mountain View, CA (the “Premises”).
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2025-05-088-K2025-05-051.02 Termination of a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.02 On May 5, 2025, IGM Biosciences, Inc. (the “Company”) received a notice of termination of that certain Collaboration and License Agreement (the “Agreement”), dated as of March 28, 2022, by and between the Company and Genzyme Corporation, a corporation organized under the laws of Massachusetts (“Sanofi”), pursuant to which Sanofi has elected to terminate the Agreement, at will, in its entirety.
7.01 In connection with the Agreement termination, the Company implemented an approximately 80% reduction in its remaining workforce and closed most of its remaining lab and office facilities to preserve cash.
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2025-03-068-K/A2025-01-072.05 Costs Associated with Exit or Disposal Activities2.05 As a result of the 2025 Restructuring, the Company estimates it will incur total restructuring charges between $0.7 million and $2.0 million, consisting of cash expenditures between $4.1 million and $5.4 million for severance and one-time termination costs offset by non-cash compensation and stock-based compensation expense credit of $3.4 million.igms-20250107.htm
2025-01-108-K2025-01-072.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure2.02 The information set forth in Item 7.01 is hereby incorporated by reference into this Item 2.02.
2.05 On January 9, 2025, IGM Biosciences, Inc. (the “Company”) announced a strategic update to halt further development of imvotamab, an IgM-based CD20 X CD3 bispecific antibody T cell engager, and IGM-2644, an IgM-based CD38 X CD3 bispecific antibody T cell engager, for autoimmune diseases (the “2025 Restructuring”).
7.01 On January 9, 2025, the Company issued a press release announcing the 2025 Restructuring.
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2024-11-088-K2024-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2024, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024.igms-20241108.htm
2024-11-088-K/A2024-09-272.05 Costs Associated with Exit or Disposal Activities2.05 As a result of the 2024 Restructuring, the Company estimates it will incur total restructuring charges between $11.7 million and $14.4 million, consisting of cash expenditures between $3.4 million to $5.7 million for severance and one-time termination costs and between $0.1 million to $0.3 million in contract termination and other costs, along with non-cash incentive and stock-based compensation expense between $8.2 million to $8.4 million.igms-20240927.htm
2024-10-038-K2024-09-272.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.05 On September 27, 2024, IGM Biosciences, Inc. (the “Company”) committed to a strategic pivot and pipeline transformation, pursuant to which the Company has decided to begin taking steps, including a reduction in force, to minimize its future spending on the research and clinical development of aplitabart and its other oncology candidates (the “Strategic Pivot”).
5.02 In connection with the Strategic Pivot, Fred Schwarzer resigned as Chief Executive Officer, President and a member of the board of directors (the “Board”) of the Company, effective as of September 30, 2024 (the “Effective Date”).
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2024-08-148-K2024-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2024, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024.igms-20240814.htm
2024-07-058-K2024-07-057.01 Regulation FD Disclosure7.01 On April 17, 2024, IGM Biosciences, Inc. (the Company or IGM) previously announced that the Company's exclusive worldwide collaboration agreement with Genzyme Corporation, a wholly owned subsidiary of Sanofi S.A. (Sanofi), to create and develop IgM agonist antibodies will now focus exclusively on immunology/inflammation targets (the Sanofi Refocusing).igms-20240705.htm
2024-06-148-K2024-06-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 See the information set forth below in Item 5.07 of this Current Report on Form 8-K, which is incorporated into this Item 5.02 by reference.
5.07 On June 11, 2024, IGM Biosciences, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”).
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2024-05-088-K2024-05-082.02 Results of Operations and Financial Condition2.02 On May 8, 2024, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024.igms-20240508.htm
2024-04-178-K2024-04-178.01 Other Events8.01 On April 17, 2024, IGM Biosciences, Inc. (the "Company"), issued a press release announcing an update regarding the Company's collaboration and license agreement with Genzyme Corporation, a wholly owned subsidiary of Sanofi S.A. ("Sanofi").igms-20240417.htm
2024-03-078-K2024-03-072.02 Results of Operations and Financial Condition2.02 On March 7, 2024, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023.igms-20240307.htm
2024-01-088-K2024-01-082.02 Results of Operations and Financial Condition2.02 On January 8, 2024, IGM Biosciences, Inc. (the "Company") announced its preliminary, unaudited cash and investments balance as of December 31, 2023.igms-20240108.htm
2023-12-088-K2023-12-052.05 Costs Associated with Exit or Disposal Activities2.05 On December 5, 2023, IGM Biosciences, Inc. (the “Company”) committed to a strategic refocusing, pursuant to which the Company has suspended clinical development activities for certain product candidates in several indications and reduced its workforce by approximately 22% (the “Strategic Refocusing”).igms-20231205.htm
2023-11-138-K2023-11-132.02 Results of Operations and Financial Condition2.02 On November 13, 2023, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023.igms-20231113.htm
2023-10-038-K2023-10-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 3, 2023, Dr. Michael Loberg, Ph.D. notified IGM Biosciences, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), including any committees of the Board, effective as of October 3, 2023 (the "Director Resignation").igms-20231003.htm
2023-08-038-K2023-08-032.02 Results of Operations and Financial Condition2.02 On August 3, 2023, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023.igms-20230803.htm
2023-06-278-K2023-06-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 See the information set forth below in Item 5.07 of this Current Report on Form 8-K, which is incorporated into this Item 5.02 by reference.
5.07 On June 23, 2023, IGM Biosciences, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”).
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2023-06-238-K2023-06-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 See the description set forth in Item 1.01 above under the caption “Common Stock Purchase Agreement”, which is incorporated into this Item 3.02 by reference.
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2023-06-218-K2023-06-028.01 Other Events8.01 On June 2, 2023, IGM Biosciences, Inc. (the “Company”) issued a press release announcing an update on its clinical development program for IGM-8444, a novel multivalent death receptor 5 agonist, in patients with metastatic colorectal cancer.d451541d8k.htm
2023-05-128-K2023-05-122.02 Results of Operations and Financial Condition2.02 On May 12, 2023, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023.igms-20230512.htm
2023-03-308-K2023-03-302.02 Results of Operations and Financial Condition2.02 On March 30, 2023, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022.igms-20230330.htm
2023-03-218-K2023-03-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On March 16, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of IGM Biosciences, Inc. (the “Company”) the Company’s board of directors (the “Board”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.igms-20230316.htm
2023-03-108-K2023-03-107.01 Regulation FD Disclosure7.01 IGM Biosciences, Inc. (the “Company") is aware of media reports indicating the closure of Silicon Valley Bank ("SVB") and appointment of the Federal Deposit Insurance Corporation as receiver.igms-20230310.htm
2023-01-068-K2023-01-062.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 As discussed in Item 8.01 of this Current Report on Form 8-K, IGM Biosciences, Inc. (the “Company”) updated its corporate presentation and disclosed that the Company had an estimated cash and investments balance of $427.2 million as of December 31, 2022 (unaudited).
8.01 The Company will participate in the 41st Annual J.P. Morgan Healthcare Conference in San Francisco, California from January 9-12, 2023.
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2022-11-038-K2022-11-032.02 Results of Operations and Financial Condition2.02 On November 3, 2022, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022.igms-20221103.htm
2022-08-088-K2022-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2022, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022.igms-20220808.htm
2022-06-248-K2022-06-215.07 Submission of Matters to a Vote of Security Holders5.07 On June 21, 2022, IGM Biosciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).d370740d8k.htm
2022-06-018-K2022-05-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 25, 2022, the Board of Directors of IGM Biosciences, Inc. (the “Company”) appointed Steven Weber as the Company’s Principal Accounting Officer, effective immediately.d310834d8k.htm
2022-05-098-K2022-05-092.02 Results of Operations and Financial Condition2.02 On May 9, 2022, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022.d318564d8k.htm
2022-03-308-K2022-03-291.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On March 29, 2022, the Company issued a press release announcing its intention to offer $200 million of its voting common stock and non-voting common stock in an underwritten public offering.
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2022-03-298-K2022-03-281.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d302904d8k.htm
2022-03-298-K2022-03-292.02 Results of Operations and Financial Condition2.02 On March 29, 2022, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2021.d293286d8k.htm
2022-01-128-K2022-01-122.02 Results of Operations and Financial Condition2.02 On January 12, 2022, IGM Biosciences, Inc. (the “Company”) released its unaudited cash and investments balance for the year ended December 31, 2021 by posting an updated corporate deck on the “Investors” page of the Company’s website (www.igmbio.com).d293369d8k.htm
2021-11-048-K2021-11-042.02 Results of Operations and Financial Condition2.02 On November 4, 2021, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021.d254451d8k.htm
2021-08-098-K2021-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2021, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021.d374028d8k.htm
2021-08-048-K2021-07-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective July 29, 2021, Daniel S. Chen, M.D., Ph.D. ceased serving as the Chief Medical Officer of IGM Biosciences, Inc. (the “Company”).d212023d8k.htm
2021-07-138-K2021-07-071.01 Entry into a Material Definitive Agreement1.01 Entry into a Definitive Material Agreement.d192504d8k.htm
2021-06-308-K2021-06-245.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 On June 24, 2021, IGM Biosciences, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).
5.07 On June 24, 2021, the Company held the Annual Meeting.
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2021-05-068-K2021-05-062.02 Results of Operations and Financial Condition2.02 On May 6, 2021, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2021.d940389d8k.htm
2021-03-308-K2021-03-302.02 Results of Operations and Financial Condition2.02 On March 30, 2021, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020.d150404d8k.htm
2021-01-288-K2021-01-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 23, 2021, Kelvin Neu notified IGM Biosciences, Inc. (the “Company”) of his resignation from the Company’s board of directors (the “Board”), which resignation was effective as of January 26, 2021 and was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.d42263d8k.htm
2021-01-138-K2021-01-122.02 Results of Operations and Financial Condition2.02 On January 12, 2021, IGM Biosciences, Inc. (the “Company”) released its unaudited cash and investments balance for the year ended December 31, 2020 by posting an updated corporate deck on the “Investors” page of the Company’s website (www.igmbio.com).d47680d8k.htm
2020-12-098-K2020-12-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d62530d8k.htm
2020-12-078-K2020-12-071.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 The Company is providing updated risk factors attached hereto as Exhibit 99.1, which risk factors are incorporated herein by reference.
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2020-11-058-K2020-11-052.02 Results of Operations and Financial Condition2.02 On November 5, 2020, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2020.d49590d8k.htm
2020-08-068-K2020-08-062.02 Results of Operations and Financial Condition2.02 On August 6, 2020, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2020.d89122d8k.htm
2020-08-038-K2020-07-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 On July 30, 2020, IGM Biosciences, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
5.07 On July 30, 2020, the Company held the Special Meeting.
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2020-06-128-K2020-06-095.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 On June 9, 2020, the Board of Directors of IGM Biosciences, Inc. (the “Company”) approved the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”) to amend Article XI - Exclusive Forum to provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
5.07 On June 9, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).
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2020-05-078-K2020-05-072.02 Results of Operations and Financial Condition2.02 On May 7, 2020, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2020.d926666d8k.htm
2020-03-268-K2020-03-262.02 Results of Operations and Financial Condition2.02 On March 26, 2020, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2019.d908466d8k.htm
2019-11-078-K2019-11-072.02 Results of Operations and Financial Condition2.02 On November 7, 2019, IGM Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2019.d805324d8k.htm
2019-09-208-K2019-09-205.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure5.03 On September 20, 2019, IGM Biosciences, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the Company’s initial public offering (“IPO”).
7.01 On September 20, 2019, the Company issued a press release announcing the closing of its IPO of 12,578,125 shares of its common stock (which includes 1,640,625 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares).
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