Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Asset Sale and the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Asset Purchase Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: To approve the sale by the Company to Cardurion of tovinontrine
(IMR-687) and all other assets of the Company related to its PDE9 program,
pursuant to the terms of the Asset Purchase Agreement, for an upfront cash
payment of
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain Broker Non-Votes 18,366,825 11,907 47,876 0
Proposal No. 2: To approve the adjournment of the Special Meeting, if necessary and to the extent permitted by the Asset Purchase Agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale Proposal. This proposal was approved by the requisite vote of the Company's stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve the Asset Sale Proposal.
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Item 9.01 Financial Statements and Exhibits.
(b) The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than four business days after the closing of the Asset Sale.
(d) Exhibits Exhibit No. Description 2.1* Asset Purchase Agreement, datedSeptember 6, 2022 , betweenImara Inc. andCardurion Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed onSeptember 7, 2022 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
of any of the omitted exhibits and schedules upon request by the
however, that the Company may request confidential treatment pursuant to Rule
24b-2 the Securities Exchange Act of 1934, as amended, for any exhibits or
schedules so furnished.
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