Cardurion Pharmaceuticals, LLC entered into an asset purchase agreement to acquire Tovinontrine (IMR-687) and All of the Assets Related to PDE9 Program from IMARA Inc. (NasdaqGS:IMRA) for approximately $95 on September 6, 2022. As consideration for the Asset Sale, in addition to $250,000 previously paid by Cardurion to us upon execution of a non-binding term sheet the aggregate purchase price consists of an upfront cash payment of $34,750,000 upon closing of the transaction and a $10,000,000 potential future payment that may become payable if Cardurion achieves a proof of concept milestone or other specified clinical milestones and a $50,000,000 potential future payment that may become payable if Cardurion achieves specified regulatory and/or commercial milestone events, in each case as described in the Asset Purchase Agreement and subject to the terms of the Asset Purchase Agreement. Completion of the Asset Sale is subject to approval by the Company's stockholders and the satisfaction or waiver of other customary conditions. The Board of Directors of the Company (the “Board”) has unanimously approved the proposed transactions set forth in the Asset Purchase Agreement. The Board had engaged SVB Securities LLC (“SVB Securities”) as a financial advisor to assist the Board in reviewing a range of strategic alternatives for the Company, including the asset sale transaction. The Asset Purchase Agreement contains certain termination rights of each of the Company and Cardurion. In certain circumstances, the Company would be obligated to pay a termination fee of $1,500,000 to Cardurion.

Cardurion Pharmaceuticals, LLC completed the acquisition Tovinontrine (IMR-687) and All of the Assets Related to PDE9 Program from IMARA Inc. (NasdaqGS:IMRA) on November 10, 2022.