Enliven Therapeutics, Inc. entered into a definitive merger agreement to acquire IMARA Inc. (NasdaqGS:IMRA) from a group of shareholders in a reverse merger transaction on October 13, 2022. The exchange ratio is estimated to be equal to approximately 1.1580 shares of Imara common stock for each share of Enliven capital stock. Pre-merger Imara stockholders are expected to own approximately 16% of the combined company and pre-merger Enliven stockholders (including those purchasing Enliven shares in the private financing) are expected to own approximately 84% of the combined company. In support of the merger, Enliven also intends to raise approximately $165 million in a concurrent private financing co-led by new investors Fairmount and Venrock Healthcare Capital Partners, with participation from additional new investors, which include Fidelity Management & Research Company, RA Capital Management, Frazier Life Sciences and Commodore Capital. Upon completion of the merger, the combined company is expected to operate under the name Enliven Therapeutics, Inc. and trade on the Nasdaq Global Select Market under the ticker symbol ELVN. The combined company will be led by Sam Kintz, Co-founder and Chief Executive Officer of Enliven, and other members of the Enliven management team. The combined company's board of directors will be comprised of all of the directors of Enliven's board of directors and one director designated from Imara's board of directors, who is expected to be Rahul Ballal, Imara's President and Chief Executive Officer. Upon termination of the merger agreement under specified circumstances, Imara may be required to pay Enliven a termination fee of $3 million and Enliven may be required to pay Imara a termination fee of $9.75 million.

The transaction is subject to approval by Imara's and Enliven's stockholders, the effectiveness of the Registration Statement, Nasdaq's approval of the listing of the shares of Imara common stock to be issued in connection with the Merger, Imara's net cash as determined in accordance with the merger agreement being between $75 million and $95 million, the waiting period under the HSR Act having expired or been terminated, conversion of Enliven preferred stock into common stock, consummation of Enliven private placement for gross proceeds of $75 million, resignations of directors and officers of Imara, and other customary closing conditions. The merger agreement has been approved by the board of directors of each company. On November 28, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) applicable to the Merger, expired without extension or a request for additional information or documentary material. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. As of February 22, 2023, Imara's stockholders voted in favor of all proposals. The proposed transaction is expected to close in the first quarter of 2023. The closing of the Merger is anticipated to take place on or around February 23, 2023.

Goldman Sachs & Co., LLC, Jefferies and Cowen are serving as financial advisors and placement agents to Enliven. Tony Jeffries, Robert Ishii, Jennifer Knapp and Rich Mullen of Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Enliven, and Cooley is serving as legal counsel to the placement agents. SVB Securities is serving as the exclusive financial advisor and fairness opinion provider and Cynthia T. Mazareas, Joseph B. Conahan, Stephanie L. Leopold and Mark Nylen of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Imara. Imara will retain Morrow Soldali to assist it in soliciting proxies for a fee of approximately $13,500, plus reimbursement of out-of-pocket expenses. Computershare Trust Company, National Association acted as transfer agent to IMARA. In connection with SVB Securities' services as financial advisor to Imara, Imara has agreed to pay SVB Securities an aggregate fee of $2.5 million, $750,000 of which became payable upon the rendering by SVB Securities of the opinion and the remainder of which is payable contingent upon consummation of the Merger.

Enliven Therapeutics, Inc. completed the acquisition of IMARA Inc. (NasdaqGS:IMRA) from a group of shareholders for approximately $340 million in a reverse merger transaction on February 23, 2023. Rahul Ballal, Imara's previous President and Chief Executive Officer, has joined Enliven's board of directors. Pursuant to the merger agreement, on February 23, 2023, David M. Mott, David Bonita, Mark Chin, Edward Conner, Carl Goldfischer, Barbara J. Dalton, and Laura Williams resigned from the Board and committees of the Board on which they respectively served. On February 23, 2023, Michael P. Gray resigned from his position as the Chief Financial Officer and Chief Operating Officer. Pursuant to the merger agreement, on February 23, 2023, the Board appointed Sam Kintz, as President and Chief Executive Officer of Enliven Therapeutics, Inc and Benjamin Hohl as Chief Financial Officer. At closing, IMARA issued an aggregate of 34,426,351 shares of Company Common Stock to Former Enliven's stockholders.