BROOKLINE, Mass., Feb. 22, 2023 (GLOBE NEWSWIRE) — 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. 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 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.
