FAQs

Our independent auditors are Deloitte & Touche LLP.

Our legal counsel is Wilson Sonsini Goodrich & Rosati, P.C.

In connection with the merger with Former Enliven, which closed on February 23, 2023, Imara Inc. entered into a Contingent Value Rights Agreement, pursuant to which each holder of record of shares of Imara Inc. common stock as of February 22, 2023 was issued one contractual contingent value right ("CVR") for each share of Imara Inc. common stock. Each CVR entitles the holder thereof to receive certain cash payments from the net proceeds, if any, related to milestone payments in connection with Imara’s asset sale to Cardurion Pharmaceutics, Inc. on September 6, 2022. The CVRs are not transferable will not be certificated or evidenced by any instrument and will not be registered with the SEC or listed for trading on any exchange.

In accordance with the CVR Agreement, milestone payments in respect of the CVRs, if any, are expected to be paid within thirty (30) days of the first achievement of each applicable milestone.

Effective at 5:00 p.m. Eastern Time on February 23, 2023, prior to the effective time of the merger, Imara Inc. effected a 1-for-4 reverse stock split of its common stock. At the effective time of the merger, Imara Inc. issued its common stock to Former Enliven’s stockholders, based on an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Former Enliven capital stock, including those shares of Former Enliven common stock issued upon conversion of Former Enliven’s preferred stock and those shares of Former Enliven common stock issued in the Former Enliven pre-closing financing transaction which closed prior to the effective time of the merger on February 23, 2023.

The anticipated material U.S. federal income tax consequences of each of the reverse stock split, the receipt of the CVRs, and the merger were summarized and discussed in our definitive proxy statement/prospectus filed with the Securities and Exchange Commission in connection with the merger (the “Proxy Statement / Prospectus”), which can be viewed here.

A U.S. Internal Revenue Service Form 8937 (Report of Organizational Actions Affecting Basis of Securities) for each of the reverse stock split effected by Imara Inc. prior to the merger, the distribution of the CVRs by Imara Inc., and the exchange of shares of Former Enliven for shares of Imara Inc. at the effective time of the merger can be found at the following links:

1. Imara Form 8937; and
2. Former Enliven Form 8937.

With respect to the anticipated U.S. federal income tax treatment of the CVRs, a third-party valuation was obtained by Imara which valued each CVR at $0.222318. In addition, Imara’s distribution of the CVRs is generally expected to be treated as a non-dividend distribution for U.S. federal income tax purposes. For a more complete description of the anticipated material U.S. federal income tax consequences of the receipt of CVRs by Imara stockholders, including possible alternative treatments, see the section entitled “Agreements Related to the Merger—CVR Agreement—Material U.S. Federal Income Tax Consequences of the Receipt of CVRs” beginning on page 234 of our Proxy Statement / Prospectus, which can be viewed here.

PLEASE CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL INCOME AND OTHER U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, THE RECEIPT OF THE CVRs, OR THE MERGER, AS APPLICABLE TO YOUR OWN PERSONAL CIRCUMSTANCES.