Imara Inc. (Nasdaq: IMRA) today announced the results of the
special meeting of its stockholders held on February 22, 2023. At
the special meeting, Imara’s stockholders voted in favor of all
proposals, including the proposal to approve the issuance of shares
of Imara’s common stock to the stockholders of Enliven
Therapeutics, Inc. (“Enliven”) pursuant to the terms of the
Agreement and Plan of Merger, dated as of October 13, 2022,
pursuant to which a direct, wholly-owned subsidiary of Imara will
merge with and into Enliven, with Enliven surviving the merger as a
wholly-owned subsidiary of Imara (the “Merger”).
The closing of the Merger is anticipated to take place on or
around Thursday, February 23, 2023. Following the closing of the
Merger, the combined company will change its name from Imara Inc.
to Enliven Therapeutics, Inc., trade on The Nasdaq Global Select
Market under the ticker symbol “ELVN,” will be led by Enliven’s
existing management team, and will focus on Enliven’s business
related to the discovery and development of small molecule
inhibitors to help patients with cancer live not only longer but
better.
In addition, Imara today announced that it will effect a 1-for-4
reverse stock split of its common stock that will be effective on
Thursday, February 23, 2023, prior to the closing of the Merger.
The combined company’s common stock will begin trading on Nasdaq on
a split-adjusted basis when the market opens on Friday, February
24, 2023. The new CUSIP number for the combined company’s common
stock following the Merger and the reverse stock split is 29337E
102.
On February 22, 2023, the holders of a majority of Imara’s
outstanding shares of common stock also approved the reverse stock
split and gave Imara’s board of directors discretionary authority
to select a ratio for the split ranging from 1-for-3 to 1-for-7.
Imara’s board of directors approved the reverse stock split at a
ratio of 1-for-4 on February 22, 2023.
The reverse stock split affects all issued and outstanding
shares of Imara common stock, as well as the number of authorized
shares of Imara’s common stock and the number of shares of common
stock available for issuance under Imara’s equity incentive plans.
The reverse stock split will reduce the number of shares of Imara’s
issued and outstanding common stock from approximately 26 million
to approximately 6.5 million (which numbers do not give effect to
the shares of Imara’s common stock to be issued in connection with
the Merger). In addition, the reverse stock split will effect a
reduction in the number of shares of common stock issuable upon the
exercise of stock options and upon the vesting of restricted stock
units outstanding immediately prior to the reverse stock split,
with a proportional increase in the stock option exercise prices.
Immediately prior to the reverse stock split, Imara will have 400
million authorized shares due to Imara’s receipt of stockholder
approval to increase the number of its authorized shares from 200
million to 400 million. The reverse stock split will
proportionately reduce the number of authorized shares of Imara’s
common stock from 400 million shares to 100 million shares. The
reverse stock split will not change the par value of Imara’s common
stock or the authorized number of shares of Imara’s preferred
stock.
The reverse stock split will affect all holders of common stock
uniformly and (before giving effect to the shares of Imara’s common
stock to be issued in connection with the Merger) will not alter
any stockholder’s percentage ownership interest in Imara, except to
the extent that the reverse stock split would result in a
stockholder owning a fractional share. No fractional shares of
common stock will be issued in connection with the reverse stock
split; stockholders who otherwise would be entitled to a fractional
share of common stock will be entitled to receive a proportional
cash payment.
Imara’s transfer agent, Computershare, is acting as the exchange
agent for the reverse stock split. For those stockholders holding
physical stock certificates, Computershare will send instructions
for exchanging those certificates for shares held in book-entry
form representing the post-split number of shares. Stockholders
holding their shares in book-entry form or in brokerage accounts
need not take any action in connection with the reverse stock
split. Beneficial holders are encouraged to contact their bank,
broker or custodian with any procedural questions.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements
(including within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended (“Securities Act”)) concerning Enliven,
Imara, the proposed transactions and other matters. These
statements may discuss goals, intentions and expectations as to
future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of the management
of Imara and Enliven, as well as assumptions made by, and
information currently available to, management of Imara and
Enliven. Forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as “may,” “will,”
“should,” “would,” “expect,” “anticipate,” “plan,” “likely,”
“believe,” “estimate,” “project,” “intend,” and other similar
expressions or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain
these words. Statements that are not historical facts are
forward-looking statements. Forward-looking statements in this
communication include, but are not limited to, expectations
regarding the proposed Merger and related Enliven financing
transaction; the potential benefits and results of such
transactions; and the expected timing of the closing of the
proposed transactions. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: the risk that the conditions to the
closing of the proposed transactions are not satisfied;
uncertainties as to the timing of the consummation of the proposed
transactions and the ability of each of the parties to consummate
the proposed transactions; risks related to Imara’s continued
listing on the Nasdaq Stock Market until closing of the proposed
transactions; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement or the related Enliven financing
transaction; and the outcome of any legal proceedings that may be
instituted against Imara, Enliven or any of their respective
directors or officers related to the merger agreement, the related
Enliven financing transaction, or the proposed transactions
contemplated thereby. The foregoing review of important factors
that could cause actual events to differ from expectations should
not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere, including
the risk factors included in Imara’s most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed with the SEC, as well as the registration statement
on Form S-4, as amended, filed with the SEC by Imara. Imara can
give no assurance that the conditions to the proposed transactions
will be satisfied. Except as required by applicable law, Imara
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
This press release contains hyperlinks to information that is
not deemed to be incorporated by reference into this press
release.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act. Subject to certain exceptions to be approved by
the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
Imara Media Contact:Wendy RyanTen Bridge
Communicationswendy@tenbridgecommunications.com781-316-4424
Imara Investor Contact:Michael
Gray617-835-4061mgray@imaratx.com
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