Enliven Therapeutics, Inc. /US/

A US and Dutch biotech closed its $40 million Series A to bankroll more studies of its oral anti-inflammatory drug. Olatec Therapeutics said the financing will fund a late-stage clinical trial of its drug, dapansutrile, an NLRP3 inhibitor. Novartis, Roche and Novo Nordisk have all caught wind of the NLRP3 space, with the latter joining in via a deal with Ventus Therapeutics in NASH and other cardio metabolic diseases. Sanders Morris Harris, Advection Growth Capital and others participated in what the biotech is calling an “A-9 Round.” A tablet formulation of the drug is being tested in a Phase II/III for patients with acute gout flare. The company’s website also lists a Phase II trial testing the safety and efficacy of dapansutrile capsules for treating moderate Covid-19 symptoms and early cytokine release syndrome. — Kyle LaHucik Boulder, CO biotech Enliven Therapeutics has closed the deal to take Imara’s place on the Nasdaq, where it will trade under the ticker $ELVN . In conjunction with the close, Enliven has raised $165 million in a private placement; it announced Friday morning. The raise was led by Fairmount and Venrock Healthcare, followed by Fidelity, RA Capital, Frazier Life Sciences, and Commodore Capital, alongside Enliven’s existing investors. Enliven said its cash runway now goes out to early 2026. Enliven was seeded by OrbiMed and 5AM Ventures and has been working on precision cancer therapies targeting BCR-ABL gene fusion and HER2. Imara was working on a drug for blood disorders, but that candidate failed two clinical studies. Imara then sold its lead candidate to heart disease biotech Cardurion. — Lei Lei Wu F-star Therapeutics’ sale to China’s Sino Biopharm is getting delayed again as the Committee on Foreign Investment in the US (CFIUS) reviews the buyout. The latest extension in a long string of delays pushes the deal deadline to March 3, 2023. In F-star’s SEC filing outlining the extension, the biotech wrote: — Lei Lei Wu

Combined company will be focused on advancing Enliven’s clinical-stage pipeline of precision oncology programs Shares to trade on Nasdaq under the new ticker symbol “ELVN” on February 24, 2023 Combined company is expected to have cash runway into early 2026 BOULDER, Colo., Feb. 23, 2023 (GLOBE NEWSWIRE) -- Enliven Therapeutics, Inc. (Enliven) (Nasdaq: ELVN), a clinical-stage precision oncology company focused on the discovery and development of next-generation small molecule kinase inhibitors, today announced the completion of its previously announced merger. The combined company will operate under the name, Enliven Therapeutics, Inc., and its shares will trade on the Nasdaq Global Select Market on February 24, 2023 under the ticker symbol “ELVN”. Concurrent with the merger, Enliven completed a $165 million private placement co-led by new investors Fairmount and Venrock Healthcare Capital Partners, with participation from additional new investors, including Fidelity Management & Research Company, RA Capital Management, Frazier Life Sciences and Commodore Capital, and support from all of Enliven’s existing institutional investors. Following the transaction, Enliven is expected to have a cash runway through multiple clinical milestones and into early 2026. “We are thrilled to complete this merger, which will accelerate the development of our differentiated pipeline of small molecule kinase inhibitors to address existing and emerging unmet needs in oncology,” said Sam Kintz, MBA, Enliven’s Co-founder and Chief Executive Officer. “We are thankful to have stockholder support and a well-respected syndicate of new and existing investors. With a strong financial position, growing pipeline and experienced team, we are well positioned to achieve multiple clinical milestones with our two parallel lead programs and build a leading precision oncology company.” “We are pleased to announce the completion of our merger with Enliven, which represents an exciting opportunity for our stockholders,” said Rahul Ballal, Ph.D., former President and Chief Executive Officer of Imara. “Enliven has built a promising clinical-stage pipeline of next-generation kinase inhibitors, and we believe in the ability of the team to deliver value to both stockholders and patients.” Enliven’s Precision Oncology Portfolio The combined company will focus on advancing Enliven's pipeline of small molecule kinase inhibitors. The company’s two parallel lead product candidates are in the clinic: ELVN-001: a potent, highly selective kinase inhibitor designed to specifically target the BCR-ABL gene fusion, the oncogenic driver for patients with chronic myeloid leukemia (CML). ELVN-001 is being evaluated in a Phase 1 clinical trial in adults with CML. To learn more, please visit (NCT05304377). ELVN-002: a potent, selective and irreversible HER2 inhibitor with activity against various HER2 mutations, including Exon 20 insertion mutations (E20IMs) in non-small cell lung cancer (NSCLC), for which there are currently no approved small molecule inhibitors. A Phase 1 clinical trial has been activated to evaluate ELVN-002 in people with cancers harboring an abnormal HER2 gene. To learn more, please visit (NCT05650879). Enliven is also screening and optimizing the chemistry for multiple programs and expects to make a product candidate nomination for its third program in the first half of 2023. Transaction Details In connection with the closing of the merger, Imara enacted a 1-for-4 reverse stock split of its common stock and issued one contingent value right (each, a “CVR”) for each outstanding share of Imara common stock held by stockholders of Imara as of February 22, 2023 (which such CVRs are non-transferrable). Following the reverse stock split and closing of the merger, there are approximately 41.1 million shares of the combined company’s common stock outstanding, with prior Imara stockholders owning approximately 16% and prior Enliven stockholders (including investors in the private placement) holding approximately 84%. There will also be approximately 3.6 million options outstanding with a weighted average strike price of $5.40. Additionally, Rahul Ballal, Ph.D., Imara’s previous President and Chief Executive Officer, has joined Enliven’s board of directors. Goldman Sachs & Co., LLC, Jefferies and Cowen served as financial advisors and placement agents to Enliven. Wilson Sonsini Goodrich & Rosati served as legal counsel to Enliven, and Cooley as legal counsel to the placement agents. SVB Securities served as the exclusive financial advisor and WilmerHale as legal counsel to Imara. About Enliven Therapeutics Enliven Therapeutics is a clinical-stage biopharmaceutical company focused on the discovery and development of small molecule inhibitors to help patients with cancer live not only longer, but better. Enliven aims to address existing and emerging unmet needs with a precision oncology approach that improves survival and enhances overall patient well-being. Enliven’s discovery process combines deep insights from clinically validated biological targets and differentiated chemistry to design potentially first-in-class or best-in-class therapies. Enliven is based in Boulder, Colorado. 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 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 Enliven, as well as assumptions made by, and information currently available to, management of 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, statements regarding the potential of, and expectations regarding, Enliven’s programs, including ELVN-001 and ELVN-002; the expected timing to make a product candidate nomination for Enliven’s third program; expectations regarding the sufficiency of the combined company’s capital resources and cash runway; statements by Enliven’s Co-founder and Chief Executive Officer; and statements by Imara’s former President and Chief Executive Officer. 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 limited operating history of Enliven; the significant net losses incurred since its inception; the ability to generate revenue and achieve or maintain profitability; the ability to advance product candidates through preclinical and clinical development; the ability to obtain regulatory approval for, and ultimately commercialize, product candidates; the outcome of preclinical testing and early clinical trials for product candidates; Enliven’s limited resources; the decision to develop or seek strategic collaborations to develop Enliven’s current or future product candidates in combination with other therapies; Enliven’s lack of experience in commercializing a product candidate; the ability to attract, hire, and retain skilled executive officers and employees; the ability of Enliven to protect its intellectual property and proprietary technologies; the scope of any patent protection Enliven obtains or the loss of any of Enliven’s patent protection; the ability to prevent competitors from commercializing similar or identical product candidates; and reliance on third parties, contract manufacturing organizations, and contract research organizations. 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 Enliven’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 Enliven. Enliven can give no assurance that the conditions to the proposed transactions will be satisfied. Except as required by applicable law, Enliven 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. Contact: Enliven Investors & Media: Argot Partners Enliven@argotpartners.com

-- Combined Company to Trade on Nasdaq Under Ticker “ELVN” ---- Imara Announces 1-for-4 Reverse Stock Split of Common Stock -- 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. (“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