Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Transcript of joint investor conference call held byImara Inc. andEnliven Therapeutics, Inc. onOctober 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit attached hereto contain 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 (the "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 include, but are not limited to, expectations regarding the proposed Merger and concurrent financing transaction; the potential benefits and results of such transactions; the sufficiency of the combined company's capital resources; the combined company's cash runway; the expected timing of the closing of the proposed transactions; statements regarding the potential of, market opportunity for and expectations regarding, Enliven's programs and potential pipeline, including ELVN-001, ELVN-002 and its research stage opportunities; the expected timing of Enliven's Phase 1 data for ELVN-001; the expected timing of Enliven's filing of an investigational new drug application, Phase 1 clinical trial initiation and Phase 1 data for ELVN-002; the expected timing to make a product candidate nomination for Enliven's third program; statements about Enliven's ability to grow; statements by Imara's President and Chief Executive Officer; and statements by Enliven's Co-founder 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 each company; the significant net losses incurred since inception; the ability to raise additional capital to finance operations; the ability to advance product candidates through preclinical and clinical development; the ability to
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obtain regulatory approval for, and ultimately commercialize, Enliven's product
candidates; the outcome of preclinical testing and early clinical trials for
Enliven's product candidates, including the ability of those trials to satisfy
relevant governmental or regulatory requirements; Enliven's limited experience
in designing clinical trials and lack of experience in conducting clinical
trials; the ability to identify and pivot to other programs, product candidates,
or indications that may be more profitable or successful than Enliven's current
product candidates; the substantial competition Enliven faces in discovering,
developing, or commercializing products; the negative impacts of the COVID-19
pandemic on operations, including ongoing and planned clinical trials and
ongoing and planned preclinical studies; the ability to attract, hire, and
retain skilled executive officers and employees; the ability of Imara or Enliven
to protect their respective intellectual property and proprietary technologies;
reliance on third parties, contract manufacturers, and contract research
organization; the risk that the conditions to the closing of the proposed
transactions are not satisfied, including the failure to obtain stockholder
approval for the proposed transactions from both Imara and Enliven's
stockholders or to complete the transactions in a timely manner or at all;
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
No Offer or Solicitation
This Current Report on Form 8-K 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, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
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Important Additional Information Will be Filed with the
In connection with the proposed transaction between Imara and Enliven, Imara
intends to file relevant materials with the
Participants in the Solicitation
Imara, Enliven and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Imara's directors and executive officers
is included in Imara's most recent Annual Report on Form 10-K, including any
information incorporated therein by reference, as filed with the
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