Item 3.03. |
Material Modification to Rights of Security Holders. |
Imara Inc. (Imara or the Company) convened and adjourned a special meeting of its
stockholders on February 22, 2023 (the Special Meeting). At the Special Meeting, the Companys stockholders approved an amendment to the restated certificate of incorporation of the Company (the Share
Increase Amendment) to implement an increase in the number of authorized shares of common stock from 200,000,000 to 400,000,000 (the Share Increase). On February 22, 2023, the Company filed the Share
Increase Amendment with the Secretary of State of the State of Delaware to effect the Share Increase effective on February 22, 2023. As a result of the Share Increase, the number of issued and outstanding shares of the Companys common
stock was increased from 200,000,000 shares to 400,000,000 shares.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
At the Special Meeting, the Companys shareholders approved (i) the Imara
Inc. Amended and Restated 2020 Equity Incentive Plan (the AR 2020 Plan) and (ii) an amendment (the 2020 ESPP Amendment) to the Imara Inc. 2020 Employee Stock Purchase Plan (the
2020 ESPP), each of which had previously been adopted by the Companys Board of Directors subject to shareholder approval.
The descriptions of the AR 2020 Plan and the 2020 ESPP Amendment contained on pages 268-280 and pages 281-284, respectively to the Companys definitive proxy statement/prospectus included in the Registration Statement on Form S-4, filed with the Securities and Exchange
Commission (the SEC) on January 23, 2023, are incorporated herein by reference. Complete copies of the AR 2020 Plan and the 2020 ESPP Amendment are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated
by reference herein.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Companys stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of
October 13, 2022 (the Merger Agreement), by and among the Company, Enliven Therapeutics, Inc., a Delaware corporation (Enliven) and Iguana Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of the Company (the Merger Sub), providing for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the Company (the
Merger). The proposals are described in detail in the Companys definitive proxy statement/prospectus filed with the SEC on January 23, 2023 (as amended or supplemented thereafter) and first mailed to the
Companys stockholders on or about January 23, 2023. The final voting results regarding each proposal are set forth below. There were 26,287,264 shares of the Company common stock outstanding and entitled to vote on the record date for the
Special Meeting, and 22,675,582 shares of the Company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.
Proposal No. 1. To approve the issuance of shares of common stock of Imara pursuant to the terms of the Merger Agreement for purposes of Nasdaq Listing
Rules 5635(a), (b) and (d).
This proposal was approved by the requisite vote of the Companys stockholders.
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
21,428,092 |
|
29,419 |
|
3,706 |
|
1,214,365 |
Proposal No. 2. To adopt and approve an amendment to the restated certificate of incorporation of Imara to increase the
number of authorized shares of Imara common stock from 200,000,000 shares to 400,000,000 shares.
This proposal was approved by the requisite vote of the
Companys stockholders.
|
|
|
|
|
For |
|
Against |
|
Abstain |
22,389,433 |
|
268,310 |
|
17,839 |
Proposal No. 3. To adopt and approve an amendment to the restated certificate of incorporation of Imara to effect a
reverse stock split of Imara common stock, by a ratio of not less than 1-for-3 and not more than
1-for-7, or any whole number in between, and a proportionate reduction in the number of authorized shares of Imara common stock, such ratio and the implementation and
timing of the reverse stock split to be determined in the discretion of Imaras board of directors.
This proposal was approved by the requisite vote
of the Companys stockholders.
|
|
|
|
|
For |
|
Against |
|
Abstain |
22,464,937 |
|
193,805 |
|
16,840 |