All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in this proxy statement and the accompanying Notice of Meeting.proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretaryCorporate Secretary written notice to that effect.

The SpecialThis year’s Annual Meeting will be held virtually, both to increase accessibility and encourage participation from our stockholders. We have implemented the virtual format in order to facilitate stockholder attendance at the Specialour Annual Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us during the SpecialAnnual Meeting so they can ask questions of our Board of Directors or management.

To attend and participate in the SpecialAnnual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit at www.virtualshareholdermeeting.com/IKNA2023SMIKNA2024 and use their control number provided in the proxy card to preregister to this website, and beneficial owners of shares held in street name will need to follow the same instructions. Registration will open 15 minutes prior to the meeting.

There will be a support number available on the login page of the virtual meeting 15 minutes before the meeting begins for any shareholders having technical difficulties. The technical support line will not be able to provide control numbers but will be able to assist with any technical issues.

On or about September 25, 2023,April 26, 2024, we will begin mailing our proxy materials, including the Notice of the Special Meeting,mail this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form.form, and the 2023 Annual Report. These materials are also available for viewing, printing and downloading on the Internet at www.ProxyVote.com.

The record date for determination of stockholders entitled to vote at the SpecialAnnual Meeting is the close of business on September 7, 2023.April 10, 2024.

There were 37,464,89841,889,525 shares of our voting Common Stockcommon stock, par value $0.001 per share, outstanding on September 7, 2023,April 10, 2024, all of which are entitled to vote with respect to all matters to be acted upon at the SpecialAnnual Meeting. Each stockholder of record is entitled to one vote for each share of our voting Common Stockcommon stock held by such stockholder. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual SpecialAnnual Meeting. 4,153,439None of our shares of Series A Preferred Stockpreferred stock were outstanding as of September 7, 2023.April 10, 2024. As of September 7, 2023,April 10, 2024, there were 6,368,586 shares of non-voting Common Stockcommon stock, par value $0.001 per share, outstanding. The shares of Series A Preferred Stock and non-voting Common Stockstock are not entitled to vote on the proposals presented at the SpecialAnnual Meeting.

Even if you plan to participate in our virtual SpecialAnnual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to participate in the SpecialAnnual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the SpecialAnnual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If you are a stockholder of record, youYou may revoke your proxy and change yourby (1) entering a new vote at any timeby mail that we receive before the vote is takenstart of the Annual Meeting or over the Internet or via telephone, (2) attending and voting at the Special Meeting. To do so, youAnnual Meeting online (although attendance at the Annual Meeting will not in and of itself revoke a proxy) or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must do onebe received by our Corporate Secretary prior to the taking of the following:

If a broker, bank or other nominee holds your shares, you will need to obtain a “legal proxy” from yourmust contact such broker, bank or other nominee in order to vote at the Special Meeting.find out how to change your vote.

Our Amended and Restated Bylaws, (“bylaws”)or bylaws, provide that a majority of the shares entitled to vote, present at the Special Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2025 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 27, 2024. If the date of the annual meeting is first made. moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

Our bylaws specifyBoard of Directors currently consists of eight members. In accordance with the requirements as to form and contentterms of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Our certificate of incorporation must firstand bylaws provide that the authorized number of directors may be approvedchanged only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office.

The proxies will be voted in favor of the above nominees unless a merger, tender offer, proxy contest or otherwise. For example, ifcontrary specification is made in the due exerciseproxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of its fiduciary obligations,such substitute nominee as our Board of Directors weremay designate.

The following table identifies our directors, and sets forth their principal occupation and business experience during the best interestslast five years and their ages as of our stockholders,April 1, 2024.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our Corporate Secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the Nominating and Corporate Governance Committee to properly evaluate the potential director candidate and the number of shares of preferredour stock could decreasebeneficially owned by the amountstockholder proposing the candidate. Stockholder proposals should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, MA 02210, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the Nominating and Corporate Governance Committee. If our Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.

David P. Bonita, M.D., Jean-François Formela, M.D., and Owen Hughes currently serve on the Compensation Committee, which is chaired by Dr. Bonita. Our Board of sharesDirectors has determined that each member of Common Stock.the Compensation Committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2023, the Compensation Committee did not meet. The issuance may also adversely affectCompensation Committee’s responsibilities include:

David P. Bonita, M.D., Iain D. Dukes, D.Phil. and Otello Stampacchia, Ph.D. currently serve on the Nominating and Corporate Governance Committee, which is chaired by Dr. Stampacchia. Our bylaws provideBoard of Directors has determined that unless we consenteach member of the Nominating and Corporate Governance Committee is “independent” as defined in writingthe applicable Nasdaq rules. During the fiscal year ended December 31, 2023, the Nominating and Corporate Governance Committee did not meet. The Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee considers candidates for Board of Directors membership suggested by its members and the Chief Executive Officer. Additionally, in selecting nominees for directors, officersthe Nominating and employees to us or our stockholders; (3) any action asserting a claim arising pursuant toCorporate Governance Committee will review candidates recommended by stockholders in the Delaware General Corporation Law or our certificate of incorporation or bylaws (includingsame manner and using the interpretation, validity or enforceability thereof) or (4) any action asserting a claim that is governedsame general criteria as candidates recruited by the internal affairs doctrine; provided, however, thatcommittee and/or recommended by our Board of Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this provision shall not apply to any causes of action arisingproxy statement under the Securities Act or Exchange Act. In addition, our bylaws provide that, unless we consentheading “Stockholder Proposals.” The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in writing to an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Securities Act, or the Federal Forum Provision. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these forum provisions. These forum provisions may impose additional costs on stockholders, may limit our stockholders’ ability to bring a claim in a forum they find favorable, and the designated courts may reach different judgments or results than other courts. In addition, there is uncertainty as to whether our Federal Forum Provision will be enforced, which may impose additional costs on us and our stockholders.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the affirmative voteNominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of at least two-thirdseach candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the outstanding voting stock which is not ownedevaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval to fill a vacancy or as director nominees for election to the Board of Directors by the interested stockholder.

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers, directors, employees, consultants and designated contractors. Our insider trading policy expressly prohibits purchases of any derivative securities that provide the economic equivalent of ownership. In accordance with the requirements of the SEC and Nasdaq Global Marketlisting rules, the Board of Directors has adopted a Compensation Recovery Policy, effective as of October 2, 2023. The Compensation Recovery Policy provides that, in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we will seek to recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required, if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

Our Common StockBoard of Directors adopted a Code of Business Conduct and Ethics in connection with our initial public offering in March 2021. The Code of Business Conduct and Ethics will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is listedposted on our website at www.ikenaoncology.com. If we make any substantive amendments to, or grant any waivers from, our Code of Business Conduct and Ethics for any officer or director, we will disclose the Nasdaq Global Market undernature of such amendment or waiver on our website or in a current report on Form 8-K.

Owen Hughes is the symbol “IKNA.”

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our Common Stockcommon stock as of September 8, 2023April 1, 2024 by:

The column entitled “Percentage of Voting Shares” under “Shares Beneficially Owned” below is based on a total of 43,833,48441,889,525 voting shares of our Common Stockcommon stock outstanding as of September 8, 2023.April 1, 2024, and excludes 6,368,586 non-voting shares of our common stock outstanding on that date. As of April 1, 2024, all outstanding non-voting shares of our common stock were beneficially owned by entities affiliated with OrbiMed Advisors LLC.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our Common Stock.common stock. Shares of our Common Stockcommon stock subject to options that are currently exercisable or exercisable within 60 days of September 8, 2023April 1, 2024 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock are excluded for the purpose of calculating the percentage ownership as the holders do not presently have the unconditional right to convert the Series A Preferred Stock into Common Stock within 60 days. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our Common Stockcommon stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the Annual Report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary, telephone 857-273-8342. If you want to receive separate copies of the proxy statement or annual reportsAnnual Report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

A stockholder who would like to have a proposal considered for inclusion in our 20242025 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 30, 2023.27, 2024. However, if the date of the 20242025 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 20242025 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 10, 2024.8, 2025.

If a stockholder wishes to propose a nomination of persons for election to our Board of Directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Board of Directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretaryCorporate Secretary of the stockholder’s intention to bring such business before the meeting.

The required notice must be in writing and received by our corporate secretaryCorporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 20242025 Annual Meeting of Stockholders, the required notice must be received by our corporate secretaryCorporate Secretary at our principal executive offices no earlier than February 10, 20247, 2025 and no later than March 11, 20249, 2025 Stockholder proposals and the required notice should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary.

Our Board of Directors does not know of any other matters to be brought before the SpecialAnnual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.